


Lost Memories

by SwapAUAnon



Series: Altered KH2 AU [1]
Category: Kingdom Hearts
Genre: Gen
Language: English
Status: In-Progress
Published: 2018-12-18
Updated: 2019-06-28
Packaged: 2019-09-22 07:09:18
Rating: General Audiences
Warnings: Creator Chose Not To Use Archive Warnings
Chapters: 7
Words: 31,613
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/17055437
Author URL: https://archiveofourown.org/users/SwapAUAnon/pseuds/SwapAUAnon
Summary: Chain of Memories Novelization and Prequel to "The Gray Area". After saving the universe from darkness, Sora, Donald, and Goofy went on a journey to find Riku and the King. However, instead, they've found themselves in a mysterious castle with mysterious properties. And who's this girl Sora seems to vaguely recall?





	1. Prologue: Memory Lane

**Author's Note:**

> Thank you to "thetwilightroadtonightfall" for beta-reading the chapter. The title "Lost Memories" is taken from the working title for "Chain of Memories". I'm still working on "The Gray Area", this is just thing I'm working on to try and keep those creative gears turning so I can get past chapter 1.

 

 

* * *

Three friends ran down the sunlit path, chasing after a golden dog. They were Sora, Donald Duck, and Goofy, in search of their lost friends. Sora wore a red jumpsuit and yellow shoes, Donald a blue vest and hat, and Goofy a green shirt, black vest, and yellow hat and pants. The dog they were chasing was Pluto, the loyal pet of the King, with the envelope emblazoned with the King's seal. After the canine vanished over a hill, and out of sight of the three friends, however, he vanished in a puff of smoke. The three friends didn't realize this, and continued to chase where they thought the mirage had gone.

Several nights later, Sora broke away from where the group had set up camp, walking up the path they had been following for several days.

"Along the road ahead lies something you need," a smooth voice said. Sora spun around to face the speaker, a man in a black coat. The second Sora blinked, he was gone.

"However," the man continued, standing behind Sora once more, "in order to claim it, you must lose something that is dear to you."

He turned away, and vanished into the cold night air before Sora could catch up with him.

* * *

In a blinding-white room, a blond-haired angel-doll sat in a cage, overlooking a sickly, blond-haired girl, who sketched and sketched. She brushed the dust of her crayon off the paper, revealing her now-completed drawing. It depicted a twisted castle, with spires jutting out of the sides, the roof, and even from below. The girl set the drawing down, and looked into a crystal ball that sat on a pillar in the center of the room. It depicted a castle much like the one she had just drawn, and three figures approaching it.

* * *

**~Lost Memories~**

* * *

Sora, Donald, and Goofy came across a massive castle, the land around it barren, the path they had been following having turned into a twisting road of lifeless stone that bridged the gap between the grassy fields and the ominous void. Storm clouds churned around the castle, lightning arcing between them. Donald and Goofy turned to each other, and began to argue, about what, Sora couldn't hear. But he looked up at the castle, up to the highest floor.

_Sora_ , a voice called from the top of the castle.

"Huh?" Sora walked closer to the castle, right between Donald and Goofy, drawing their attention from their debate. He walked up to the doors of the castle.

_Come inside, Sora_ , the voice said,  _It's time to remember_.

Sora opened the doors, and slowly stepped inside the castle.

* * *

 


	2. Chapter 1: Hand in Hand

**Notes for the Chapter:**

> FUN FACT!: Kingdom Hearts: Chain of Memories' working title was "Kingdom Hearts: Lost Memories". This fanfiction's working title was "The Castle Oblivion Incident" but I decided to call it "Lost Memories" upon publication as an homage to this title.

The three friends shuffled through the door, and into the blindingly white room.

"Hey fellas," Goofy started, "Are you sure it's okay for us to just barge in here?"

"We gotta do it if we're gonna find the king," Donald pointed out.

"Wait, King Mickey's here?" Goofy asked, looking around excitedly.

"I just had a  _feeling_  he'd be here!" Donald replied as he crossed his arms.

"Really?" Goofy said, "Funny, I just had a similar feelin'."

"Seriously?" Sora asked as he turned to face the castle, "One look at this place, and I just  _knew_  that Riku had to be here!"

"Guess great minds think alike," Goofy commented.

"Wait a second, just hold on!" a cricket, Jiminy Cricket, cut in as he hopped out of Sora's hood and onto his shoulder, "It can't be just a coincidence!"

"Oh, no, Jiminy," Donald started, "You don't mean that-"

"Yep, I had it to," Jiminy answered, "I had the exact same feeling."

"Gawrsh, maybe it's contagious," Goofy remarked.

"No, no. Something's screwy!" Donald insisted, "We have to take a look!"

"Okay," Sora said as he walked across the room, towards the door at the other side.

"Where do you think you're going?!" Donald asked.

"... To the door," Sora answered, "Y'know, the only way forward? Don't tell me you're chickening out already!"

"Don't be ridiculous!" Donald shouted as he marched right after Sora, "Let's go, Goofy!"

"Hey fellas," Goofy cut in, "Shouldn't we shut the door behind us before we go?" He turned to face the door, only to see that it was already shutting on its own, with a man in a black coat standing in front of it. " _Sora!"_

"What is it, Goof-" Sora noticed the hooded man and summoned his Keyblade, falling into a fighting stance, as Donald readied his staff. The door slammed shut, and the man began to walk towards them. "Who are you?"

The hooded man didn't answer.

"Not another step!" Donald warned as he pointed his staff at the man.

The hooded man took another step.

"I warned you, FIRAGA!"

Nothing happened.

"Huh? Thundaga! Blizzaga!" Donald gave his staff a shake. "Uh… Stopga! Graviga? Aeroga?"

The magician looked over his staff. "Why isn't this working?"

"Oh, you mean it was working all those times you didn't heal me?" Sora remarked with a roll of his eyes.

"This is serious!" Donald shouted, "Why isn't it working?"

"Isn't it obvious?" the man asked as he finally stopped walking, "The moment you set foot in this castle, you forgot every spell and every ability you ever knew." He motioned to the room around him. "In this place, to find is to lose, and to lose is to find," he looked straight at Sora, "Such is the way here in Castle Oblivion."

"Castle Oblivion?" Sora questioned. The hooded figure vanished into the darkness, then materialized behind the trio. Sora, Donald, and Goofy turned to face him, Sora armed with his Keyblade, Donald his staff, and Goofy his shield.

"Here you will meet people that you have known in the past," the hooded man continued, "And you will meet people that you miss."

"I miss…" Sora commented, "You mean that Riku and the king are here?"

"If what you wish is to find him," the hooded figure waved his hand, and a whirlwind of pink flower petals tore through the room. Sora struggled to stand as he was buffeted by the maelstrom, but was nearly knocked off his feet regardless when the hooded figure flew at, and then through him. Sora turned and tried to strike the figure, only for him to vanish into the petals once more. The petals dissolved into nothing, the whirlwind subsided, and the hooded man materialized out of the darkness, in front of the doorway Sora had been walking to.

"What'd you do?" Sora asked.

"I merely sampled your memories," the hooded man replied, "And from them, I made this!" He held out a card, depicting Traverse Town on it. "To reunite with those you hold dear-" He tossed the card to Sora.

"What am I supposed to do with this?" Sora asked.

"That World Card is the Key," the hooded man explained, "Hold it before the door, and the path to that which is most important to you will open."

Petals began to whirl around the figure once more. "Proceed Sora, to lose and claim anew," the petals obscured him, "Or to claim anew, only to lose."

With those words, the petals cleared, and the man was gone.

Sora, Donald, Goofy, and Jiminy all examined the card.

"C'mon," Sora started, "Let's go."

He walked up to the door, and held the "World Card" to the door. The card vanished, and the door opened, revealing a bright light. Sora shielded his face from the brightness, but when the light cleared up, he recognized the world on the other side. He ran across the threshold, Donald and Goofy following suit.

* * *

Sora ran out into the room, remembering the cold night air of his temporary home. The floor had the same pattern as the town's streets, the walls were lined with shops and buildings just like the one's back in the first district, the ceiling was just like the night sky of the old town, lamp posts and lanterns just like the ones he recalled illuminated the room, and crates and barrels collected dust as they rested against the walls.

"This can't be right," he commented, recalling the evening breeze, "We're in Traverse Town!"

The hooded man materialized out of the darkness. "What you see isn't real," he vanished back into the shadows, and rematerialized behind Sora. "This town is merely an illusion, a projection of your memories on the Castle's walls."

"My memories?" Sora questioned.

"Forget about that, Sora!" Jiminy Cricket shouted as he hopped out of Sora's hood, "We lost Donald and Goofy!"

Sora glanced around before shouting, panic rising in his voice,"Donald! Goofy!Where are you? This isn't funny!"

"I'm afraid that's just a law of the Castle," the hooded man replied as he held up a green card, Donald's image engraved on the face, "While you are in the Memory World, your friends will be transformed into cards. Cards that will fall into the hands of your memories."

He flipped Donald's card between his fingers. "If you care about your friends, you will have to retrieve them from your enemies."

Sora ran at the man as flower petals fluttered around the room. He slashed at the hooded figure, whom vanished in a flurry of petals, leaving Donald's card behind. Sora grabbed the card, and held it up in the air.

"Donald!" he shouted. The card lit up and Donald materialized in the air above Sora.

"Wha-" Donald looked around, then noticed he was floating above Sora, "WAK!"

The hooded man raised a hand to the bridge of his nose as Donald crashed down on top of Sora.

"What's the big idea!?" Donald shouted as he jumped back into the air, allowing Sora to get out from under him.

"You were trapped in a card, and I had to let you out!" Sora replied.

"Well, that's one of your friends saved," the hooded man replied as he spun another green card between his fingers, "But what about the other?"

"Why you…" Donald growled as he waved his staff behind him, "FIRE!"

This time, a ball of fire did shoot out of Donald's staff, burned through several petals, and struck the hooded figure, causing him to explode into petals himself. Sora ran over to grab the card.

"Goofy!" he shouted, throwing the card at the hooded figure as it started to glow. Unfortunately for Donald, the card happened to be flying straight for him, so when Goofy materialized, it was right on top of Donald.

"WAK!"

"Oh heya, Donald," Goofy commented as he stood back up, "What did I miss?'

"So now you understand the basics of this castle," the hooded man commented as he materialized out of the petals, "You will have to use cards to access worlds from your past, and whenever you are beset by enemies, you will need to fight them alone in order to retrieve your friends."

"Big deal, I can handle anything this castle throws at me!" Sora replied.

"You should be more careful, lest your hubris become your undoing," the hooded man warned, "But I suppose I should leave you to your memories. Farewell, Sora."

He vanished into the darkness.

"Sora, I don't like this," Jiminy remarked.

"Well, it's not like we've got anywhere else to go," Sora replied, "C'mon, let's see what this Castle has in store!"

* * *

**~Traverse Town~**

* * *

Sora, Donald, and Goofy marched into a room that resembled the Third District, only for six Shadows to rise out of the ground around them. The trio readied their weapons, but Donald and Goofy vanished.

"Oh, right," Sora commented, "That's something I have to get used to."

A Shadow lunged at him and Sora sliced through it. Another sank into the ground, and scurried under Sora to swipe at his heels. Sora hissed, then stabbed the Heartless, causing it to evaporate. He then dashed to another shadow, and sliced through it, causing it to drop a green card. Sora grabbed the card, and looked at image engraved on the face.

"GOOFY!" He called out, throwing the card. Goofy materialized and spun around, bashing the remaining Shadows into the air with his shield. As soon as the last Shadow faded, three Soldiers hopped out of Corridors of Darkness.

"Which one do you think has Donald's card?" Goofy asked as he blocked a kick from one of the Heartless. Sora parried a claw strike.

"Hey Goofy, you're pretty strong, right?" Sora started as he smacked one of the Soldiers away.

"Uh-huh," Goofy replied as he bashed one of the Soldiers with his shield sending it flying.

"Think you could bash a Heartless into the air, then send me up after it?" Sora suggested as the Heartless landed back on the ground.

"Maybe?" One of the Soldiers charged at Sora from behind. "Sora, now!" Goofy ran at the Heartless, and knocked it into the air, before holding his shield over his head. Sora jumped, kicked off the shield as Goofy launched him into the air, and knocked the Heartless up even higher with his Keyblade. Goofy then jumped after Sora, who threw Goofy higher up into the air, allowing the knight to finish the Heartless off with one  _whack_  of his shield. The Heartless released its heart, and dropped a green card. Sora grabbed the card.

"Donald!" he called as he threw the card.

"Fire!" Donald shouted as he waved his staff, incinerating one of the Heartless with fire, "Blizzard!" The other was encased with ice, allowing Sora to shatter it.

Two Red Nocturne's materialized. Both of them charged up fireballs, and launched them at the trio. Goofy blocked one with his shield, while Donald ran around trying to put his tail feathers out, shouting and shooting icicles all over the room. Sora rolled his eyes and hopped up into the air, slicing through one of the Red Nocturnes. The other charged up a fireball, only to get impaled by one of Donald's wayward icicles. As those two faded (and Donald finally put out his tail feathers), Sora lowered his Keyblade and sighed.

"Fighting like this is gonna take some getting used to," Sora remarked as he dismissed his weapon, Donald and Goofy putting away their staff and shield as well.

"It's not exactly a walk in the park for us either," Donald replied. Goofy looked behind Sora.

"Pluto? Where'd you come from?" he asked.

"Huh?" Sora turned around, and sure enough, the King's loyal pet was sitting on the ground right behind him.

"When did Pluto get here?" Donald asked.

"Wait, didn't we bring Pluto with us?" Goofy asked.

"Hold on a second!" Jiminy Cricket shouted as he hopped out of Sora's hood, "While we did bring Pluto to Traverse Town, we lost track of him before we met up with Sora, remember?"

"Wak! He's right!" Donald replied.

"Funny, I seem to remember a dog just like him waking me up when I first landed in Traverse Town," Sora commented.

"Sounds like we could've saved a lotta time if we had just followed 'im, Donald," Goofy said.

"Ah what do you know, you big palooka?" Donald asked.

"You should be more focused on fighting the Heartless instead of each other," a deep voice commented.

"Huh?" Sora commented as he turned to the source of the voice, "Leon!" Sure enough, the speaker was a man clad in leather pants, a leather jacket with a red symbol over his white shirt, and a lion-head necklace. "How'd you get to Castle Oblivion?" The scarred man gave Sora a look.

"Castle Oblivion?" Leon asked, "This is Traverse Town, and how do you know my name? Who are you?"

"Huh?"

"I've never met the likes of you before," Leon commented.

"Quit playing, Leon!" Sora replied, "We all fought the Heartless together, remember?"

"Look, I don't know what you're talking about," Leon explained, "I don't even know your names."

"You don't?" Goofy asked.

Leon turned away from the group."Sorry."

"I can't believe it," Sora uttered, "How could you have forgotten about us?"

"I feel for you, but you've got the wrong guy," Leon replied, "Don't fret over it, it happens all the time, Sora." He paused. "Wait, how do I know your name?"

"Is this supposed to be some kind of joke?" Sora asked, "Because it's not very funny!"

"If it is a joke, it sure is a mean one," Donald added.

"Yeah, Sora was really upset," said Goofy.

"Look, Donald, Goofy, you guys know I don't…" Leon trailed off as he realized what he said, "This doesn't make any sense, how do I know your names? I don't know you!"

"Are you okay?" Sora asked.

"I don't get it," Leon muttered as he pinched the bridge of his nose, "It's like there's something wrong with my memory. What's going on?"

"I dunno, Leon," a new voice added, "But it looks like Aerith was onto something."

The voice belonged to the green-clad ninja girl, Yuffie.

"She said she sensed some kind of uncanny power," she explained as she walked up to the group, waving her arms at the plaza, "And asked us to look into it. Well,  _this_  is as uncanny as it gets. Maybe you should take Sora to Aerith?"

"Yuffie, you remember me?" Sora asked.

"Nope, but I already know your name and you already know mine," Yuffie answered, "Convenient! Lets us skip the introductions and get right down to business!"

"How is it that you can accept this situation so easily?" Leon asked as he pinched the bridge of his nose, "I don't get you…"

"Well, I'm gonna run ahead and fill Aerith in so she isn't caught completely off guard," Yuffie replied, "You show these three the ropes, they look like they need it."

"Hey!" Donald protested as Yuffie ran off.

"She does have a point," Leon replied, before pulling out a blue card, "I might as well teach you some self defense." He tossed the card to Sora, who effortlessly caught it. On the face of the card was a familiar lion.

"Simba?" Sora questioned.

"Good, you're familiar with the being printed on the Summon Card," Leon remarked as he readied his gunblade, "That'll make using it that much easier."

"Huh?" Sora commented.

"Summon Cards," Leon explained, "If you have one, you can use it to summon a distant friend's power to aid you in battle. Just hold the card's face to your heart to call upon them."

"Okay…" Sora replied, before holding the Summon Card to his chest, "POWER!"

The card itself glowed, and a light surrounded Sora. The light moved off of Sora, and took the form of a lion, Simba. Leon braced himself, holding his gunblade out in front of him, as the lion dug his heels into the ground. Simba let out a roar, and Leon slid back from the force, until Simba faded back into the light. The color had faded from the face.

"Now, all you have to do is wait for the card to recharge," Leon explained, "You can tell when it's ready to use when the color's done filling in the summon's portrait." He walked past Sora, who was already noticing some color coming in around the edges of the picture. "Now come on, we need to go see Aerith."

* * *

Sora, Donald, Goofy, and Leon walked into a room that resembled the small house, where Yuffie was conversing with a woman in pink.

"Aerith, have  _you_ forgotten me too?" Sora asks.

"Sora, I'm not sure whether to say 'hello again' or "it's nice to meet you,'" Aerith answered, "I don't think I know you, but I feel like you belong here."

"Yeah, exactly!" Yuffie added in, "It's like, we've never met, but I don't feel weird knowing your name."

"But I'm telling you, we  _have_  met!" Sora protested, "We took on the Heartless together, we were a team!"

"It feels like you're right," Leon commented, "But I can't remember."

Sora crossed his arms."Then I guess you won't remember what you told Hollow Bastion, when I sealed the Keyhole: 'We may never meet again…'"

"'But we'll never forget each other,'" Leon finished.

"See, you do remember!" Sora insisted.

"He's right, Leon, I remember you saying that too," Yuffie replied.

Leon brought a hand to his chin."I guess I can't write it off as a coincidence then."

"I don't have any memory of it, but I somehow still remember it," Aerith added, "Sora, I think your heart is doing the remembering for us."

"My heart?" Sora questioned, bringing a hand to his chest.

"We don't know you, Sora, but in your heart exists memories of all of us together," Aerith explained, "Those memories seem to be resonating with our hearts too. Maybe they'll help us to learn things we couldn't otherwise know."

"So you're saying Sora's memories are somehow affecting ours?" Leon asked.

"His memories do seem to possess a certain power," Aerith answered.

"Maybe it's like that guy sad," Sora remarked, stroking his chin, "This town is just an illusion- something my memories created."

"And there's someone special to you in this town?" Aerith questioned without turning to Sora.

"How did you- Oh, right, my memories are resonating with yours, telling you what you don't already know," Sora replied, "But yes, a friend of mine is somewhere in this town, I mean, Castle Oblivion."

"Castle Oblivion?" Yuffie questioned, "What's that? There aren't any castles around here."

"You don't quite understand what's happening here either, do you?" Aerith asked.

"No, we just got here," Sora answered, "All we know is that our friends are around here somewhere."

"Then go have a walk around town," Leon suggested, "There are Heartless, but they won't be a problem for you."

Sora folded his hands behind his head."So you know I can fight?"

"I can't say that I know, but I feel like believing in you," Leon answered, "Let's leave it at that."

* * *

Sora, Donald, and Goofy walked into a room that resembled the Second District, where an old Gummi Mechanic happened to be looking around.

"Hi, Cid!" Sora shouted from across the plaza.

"Hello, Sora! Nice to see that I have enough of a reputation that kids like you know who I am!" Cid replied, "...Wait a second, I don't know you, who the blazes are you?!"

"Sora," Sora answered.

"Good, you look like a Sora," Cid replied, "What, with the spikey hair and baggy pants."

"Erm, thanks?" Sora replied.

"Anywho, I won't be here much longer," Cid explained, "You see, they say that a giant Heartless attacks this plaza whenever the bell rings, and I was just making sure everyone was inside. You'd best hurry on out of here before that thing shows up!"

Cid walked off as Donald started panicking."We need to get out of here!" he shouted.

"What, don't you want to see the Heartless?" Sora asked.

"NO!"

The bell rang.

"Uh… Fellers…" Goofy cut in, just in time for six heavy, metal objects to fall out of the sky. Two of them were boots, two were gauntlets, one was a chest-plate, and the last was a helmet. The purple pieces of armor floated until they were properly aligned to vaguely resemble a humanoid shape, though none of them connected. It was the Heartless, a Guard Armor. Sora summoned his Keyblade as Donald and Goofy vanished.

"Here goes nothing!" Sora remarked as he ran at the Heartless. He pulled out Simba's Summon Card. The color had yet to return to the center of the card, but he could make do. He ducked under a swipe of one of the Guard Armor's Gauntlets delivering a slice across the back of the metallic hand. He rolled out of the way when it tried to crush him under foot, but was sent flying by the next backhand. He painfully skidded across the ground until he came to a stop by the fountain.

Sora rose to his feet as the Guard Armor stomped towards him, and glanced at Simba's Summon Card. The portrait was fully colored in. He held it to his chest. "Courage!" he shouted as the Guard Armor wound back one of its fists, ready to deliver a punch.

Simba materialized between Sora and the Heartless, and his roar sent the Guard Armor toppling to the ground. Sora charged at the nearest piece of the armor, the gauntlet with a scratch from his earlier slice, and struck at it with his Keyblade, chipping away at it bit by bit. The Guard Armor pulled itself back together, but Sora did not relent, jumping up to the air to deliver one, two, three more strikes to the Gauntlet, shattering it.

A green card went flying out from within the Gauntlet, and Sora caught it. "GOOFY!" he called out as he tossed the card. Goofy materialized in a flash of light, and the Guard Armor kicked him aside. Sora winced as Goofy bounced off a wall.

"I'm okay!" Goofy shouted as he pulled himself off the wall. He then spun into action, spinning across the entire room until he bounced off one of the Guard Armor's legs, then the other, bouncing back and forth between the massive Heartless' legs, shipping away at them until one of them cracked.

Sora dashed forward and struck the crack in the armor with his Keyblade, causing the whole leg to shatter, releasing a small, green card. Sora grabbed the card as Goofy continued to spin, away from the Heartless, and bounced off a wall.

"DONALD!" he shouted as he threw the card, the Guard Armor hopping around on one leg. Donald materialized in a flash of light, and took one look at the Guard Armor.

"Let's try this," Donald murmured as he waved his staff around, frost crystalizing in the air, "FREEZE!" With a flick of his staff, three shards of ice sailed through the air, leaving snowflakes in their wake, before one of them collided with the Guard Armor's remaining leg, icing it over.

"FIRE!" He hurled a ball of flame at the frozen leg, melting the ice and cracking the leg.

"THUNDER!" lightning rained down on the Heartless, hitting the torso and gauntlet, but missing the leg entirely. The Guard Armor swung its remaining gauntlet down, knocking Donald out of the way and into Goofy, knocking both into the ground.

"Watch where you're spinning!" Donald shouted as he jumped off of Goofy.

"That's kinda hard to do, Donald," Goofy replied, "Doesn't help that I forgot how I steered myself when we got here."

Donald proceeded to scream a bunch of words Sora couldn't understand as the Guard Armor hopped in their direction.

"Hey guys!" Sora shouted as he ran at them, "If we can't remember our old techniques, why don't we try some new ones?"

"Like what?" Donald asked.

"I have an idea!" Goofy suggested.

"Are you sure about this, Goofy?" Sora asked as he and Donald stood on either side of the captain of the royal guard.

"Not to worry fellas, I get hit in the head all the time!" Goofy replied, "Now, full speed ahead!"

He fell forward, Sora and Donald caught him, and they charged ahead at the Guard Armor, full speed. The Guard Armor paused in its hopping to take a look at this strange display, which turned out to be a mistake as the trio used Goofy as a battering ram, smashing through its remaining head, leaving the torso hovering above the ground. Sora and Donald skidded to a halt, and let Goofy back down.

"You okay, Goofy?" Sora asked.

"Never better!" Goofy replied, before dropping to the ground, unconscious.

"Wak!" Donald cried out, the Guard Armor turning to face the trio, winding back its fist. It threw a punch, and Sora stopped the fist in its tracks with his Keyblade. The fist applied more force, and Sora began to slide back.

"Donald! A little help!" Sora shouted.

"Okay!" Donald replied as he hopped into the air, "FREEZE!"

The ice collided with the gauntlet, icing it over. Sora pushed his Keyblade forward, shattering the frozen gauntlet. The torso then began to spin, faster, faster, and faster, until it was a purple blur. It whirled into Sora, and Donald, knocking them aside.

"Donald, do you remember how to cast any other spells?" Sora asked as he pushed himself off the floor, the Guard Armor bouncing off a wall and heading back towards him, "I could really use some help here!"

"Uh… Heal!" Donald shouted. Some flowers materialized over Goofy, spilling a green light over his unconscious body. He sat up and stretched his arms with a yawn.

"Good mornin'!" he said, "What'd I miss?"

"Goofy!" Sora shouted as he ran from the Guard Armor, "I could use a boost!"

Goofy ran out to the middle of the room, and held his shield over his head."Sora!"

Sora jumped, and landed on the shield, allowing Goofy to launch him into the air. Sora turned to face the Guard Armor, and fell back to the ground, before stabbing his Keyblade into the helmet, and sliding down the Heartless' body. The wound began to glow, and the Heartless vanished in an explosion of light. A single heart floated away from the explosion, the battle concluded.

"So your friends weren't here?" Yuffie asked.

"No, I don't think we'll find them in this town."" Sora answered, "But they're somewhere in this Castle, I know it."

"Castle? Like this whole town's inside some humongous castle?" Cid asked incredulously, "Hoo, that's rich!"

"He's probably right, Cid," Leon remarked, "While we don't understand what's going on, Sora seems to." He looked up to the starry ceiling, "He can see that reality is bigger than just this one world."

"I wish I was that sure," Sora commented.

"You'll be okay, Sora," Leon insisted, "No matter what shape the world takes, you'll be able to handle it. I might not remember you, but I know you in my heart."

"Leon…" Sora replied, a grin finding itself on his face.

"Take care, Sora," Yuffie replied.

"I still have no idea what's going on," Cid admitted, "But good luck anyway."

The four walked away, and Sora, Donald, and Goofy turned to leave.

"Sora," Aerith cut in.

"What's up?" Sora asked as he turned to face her.

"I don't have all the answers, but I had to tell you something," Aerith started, "Your memories created this town, right?"

"Yeah, if what the guy who gave me the card said is true," Sora answered.

"If that's true, then this town is just a figment of your consciousness," Aerith told him, "And so are we."

"But, you can't be a figment!" Sora protested, "You're standing right here, and this town is too!"

"Think, Sora," Aerith replied, "You said you entered a castle, and somehow found yourself in a world from your memories. It's clear that what you see is nothing more than an illusion, a trick of the castle. I don't know things I should, and sense things I shouldn't be able to. I'm not even speaking with my own words. All I'm doing is vocalizing what you've already realized, but refused to accept."

"But…" Sora protested, before sighing and crossing his arms.

"You can't trust anything you see or hear while you're in Castle Oblivion, Sora," Aerith continued, "You might not even be able to trust what you remember."

"So, uh, what exactly does that mean?" Sora asked.

"I don't know," Aerith answered, "I'm not really here, I'm just another trick of the Castle, I only pretend to exist while you're here, and will disappear as soon as my part in this 'script' is over."

"Don't say stuff like that!" Sora shouted, "It's depressing…"

"Stay strong, Sora," Aerith replied, "Don't let the illusions distract you from what's truly important."

"Okay…" Sora reluctantly replied.

" _Sora!_ " Donald shouted. Sora turned to face Donald and Goofy, who were already right by the exit.

"Are ya ready to go?" Goofy asked.

"Yeah, be right there," Sora answered, before turning back to face Aerith, "Well, I'd better be go-"

Aerith was gone.

"Aerith?" He looked around the room. "Aerith!"

"What about Aerith?" Donald asked.

"Where did she go?" Sora asked, "I was just talking to her!"

"Aerith left with Leon and the others, remember?" Goofy answered.

"Huh!?" Sora replied as he turned to face Donald and Goofy.

"You were acting weird, just standing there and talking to yourself," Donald added.

"Is this what she meant...?" Sora wondered to himself.

* * *

Sora, Donald, and Goofy stepped back into the blinding white of Castle Oblivion, as pink flower petals rained down, and the hooded man from earlier stood on the other side of the room. Sora summoned his Keyblade as Donald and Goofy readied their weapons.

"Well, Sora," the hooded man started, "Did you enjoy meeting your memories?"

"It was nice to see everyone again," Sora admitted, "But what do you want?"

The hooded man chuckled.

"What are you willing to give?" he asked as he stepped forward, "You see, you and I have a mutual enemy. But you're no match for him in your current state." He walked closer. "But once you've ascended to the highest floor of Castle Oblivion,  _nothing_  will stand in your way." Before the hooded man could reach the halfway point of the room, another man in a black coat emerged from a Corridor of Darkness. This man had a mess of fire-red hair, and two upside-down teardrop markings under his green eyes.

"Hello!" he greeted.

"What do  _you_ want?" the hooded man groaned.

"No hogging the hero!" the newcomer answered. The hooded man sighed, before tossing a blue card at the newcomer.

"Then perhaps you'd like to test him," he suggested, before vanishing into the pedals.

"Perhaps I would," the newcomer criptically replied as the pedals vanished. The newcomer pocketed the card, before walking into the center of the room, a grin on his face. "My show now, Keyblade wielder!" he announced with an exuberant wave of his arm, "Who am I? Oh, my name's Axel. Got it memorized?"

"Uh… Sure?" Sora replied, severely thrown off by the newcomer's attitude.

"Good, you're a quick learner," Axel praised, his voice dripping with sarcasm, "So, Sora, now that we're getting to know each other better…"

He threw out his arms, and in two bursts of flames, chakrams materialized in his hands. "Don't you go off and die on me now!"

Sora charged at Axel and swung his Keyblade at him, only for Axel to vanish into the shadows.

"Too slow!" Axel taunted as he threw a burning chakram at Sora's back. Sora winced as it grazed his back but turned to face Axel right as it flew back at him, just in time to parry an overhead swing.

"FREEZE!" Donald shouted, blasting Axel with ice magic. Axel cried out from the pain as his body started to ice over, but the ice turned to steam as Axel himself began to heat up, flames forming at his feet. Goofy provided his own assistance by bashing Axel in the chest with his shield.

"Wait, why didn't you guys disappear?" Sora asked.

"We're not in a memory world anymore!" Goofy answered, "Looks like the rules are different in the halls!"

"That won't be much help!" Axel remarked as he spiked his chakrams into the ground, releasing jets of flame from the ground around him. Donald and Goofy recoiled away from the flames.

"Two can play at that game!" Donald announced as he waved his staff around, flames trailing behind it in the air, "FIRE!" He lobbed a ball of flame at Axel. The fireball struck him in the chest, but Axel merely grinned as the fire spread across his entire body. "Uh oh."

" _DONALD!_ " Sora and Goofy snapped as Axel erupted into flames.

"Thanks for the boost!" Axel replied, "Now,  _BURN!_ "

He unleashed a whirlwind of flame, blasting Donald and Goofy away and sending Sora running. He pulled Simba's Summon Card out of his pocket.

"I wonder…" He turned to face the whirlwind, and held the card to his chest. "POWER!"

Simba materialized in front of Sora, dug his heels into the ground, and roared. Axel was sent sliding into a wall by the force of the roar, slightly melting the stone as he struck it.

"Freeze!" Donald shouted, sending shards of ice towards where Axel hit the wall. Before Axel could retaliate, one of the chunks of ice magic struck him in the chest, causing an explosion of steam.

When the steam cleared, Axel was gone, the stone was no longer molten thanks to Donald's blizzard spell, and five cards fluttered to the ground. What little flames lingered floated up into the air, and converged into a single point. The flames cleared up, and formed a blue card, a flame depicted on its face.

"What's this?" Sora asked as he picked the card out of the air. In a flash of light, the card was gone, and Sora remembered something. He held out his Keyblade, and tip caught fire. "Hey! I remember how to use fire magic!"

"That's great!" Goofy cheered.

"But what're these?" Donald asked as he looked over the other cards Axel had left behind. Sora walked over the the five cards, and picked one of them up.

Jiminy hopped onto Sora's shoulder."That looks kinda like the card you used when you made Traverse Town."

"Then I guess we're gonna need these to keep going," Sora said as he pocketed that card, and picked up the other four.

"That's right," Axel confirmed from across the room. The trio spun around, weapons at the ready.

"Axel!" Donald shouted.

Axel smirked and walked towards the trio."Did you really think I'd go down so  _easily_  after that display? Honestly, I'm hurt you think so lowly of me!"

"So you  _were_ testing us!" Sora observed.

"And you passed," Axel answered, "Congratulations, Sora! You're ready now, ready to take on Castle Oblivion!"

He came to a stop at the center of the room. "You will need to follow your memories, trust what you remember, and seek what you forget. Then, you will find someone very special."

"You mean King Mickey and Riku?" Goofy asked.

Axel chuckled."You'll just have to give a little more thought as to who's  _really_  most important to you. Our most precious memories are buried so deep within our hearts that it's hard to remember, but I'm sure you'll have no problem finding yours, Sora."

"Why me?" Sora asked.

"You've lost sight of the light within the darkness, and it seems that you've forgotten that you forgot," Axel answered.

"The light within darkness?" Sora replied.

"Would you like a hint?" Axel asked as he held out his hands.

Sora crossed his arms.

 _If I've forgotten something, how will I know what it is?_  he wondered,  _Does it have anything to do with that voice I heard? But, can I really trust him either?_

"Well?" Axel insisted.

"No, I can figure it out on my own!" Sora answered, "And if you get in my way-"

"Don't worry, Sora, we'll back you up!" Donald interrupted.

"Good answer," Axel said with a chuckle, "Just what I'd expect from the Keyblade Wielder. But be forewarned, when your sleeping memories awaken, you might not be yourself any longer."

He vanished into the darkness.

**Notes for the Chapter:**

> That's basically how I'm working in the Card System, since otherwise it would be a bit much to realistically work into the fic. The gist of it is that there are four card types: World Cards that decide the layout of the floor, Friend Cards that Sora will have to recover to fight alongside his friends, Summon Cards that he can use to call upon distant friends, and Magic Cards that will remind him how to cast his spells. Gimmick Cards and Pluto's Friend Card will not be used in this fic (unless I can find a way to use Pluto's card ow that the Card System has basically been removed). Additionally, this is going to more or less be an adaptation of Chain of Memories, or rather, my own take on re:Chain of Memories. So there aren't going to be any retcons more massive than the ones re:Chain of Memories put in place, but I do intend to make minor tweaks and fixes to make the story more coherent.


	3. Chapter 2: Arabian Dream

**Notes for the Chapter:**

> Special thanks to "thetwilightroadtonightfall" for beta-reading.

_Our friends may be here..._

_It was that thought that led us to Castle Oblivion, where cards rule over all._

_A mysterious man gave Sora a card, using it to take us to Traverse Town of all places!_

_It turned out the town was just a figment of our own remembrances, the first world of many that lie in Sora's heart._

_And so our journey through these worlds begins._

* * *

Sora, Donald, and Goofy ascended the stairs to the second floor, Jiminy Cricket sitting in Sora's hood, deep in thought.

"Hmm…"

"What's wrong Jiminy?" Sora asked.

"Well, ya see, what Axel said back there worries me," Jiminy answered, "What could he have meant by 'you might not be yourself any longer?'"

"I might not be myself? But who else could I be?" Sora asked with a grin.

"Of course!" Jiminy replied with a chuckle, "But you can never be too careful!"

"Yep. Feels like just about anything could happen here in Castle…" Goofy paused. "Oblivi… Uh.. Oblivi… Obliv-"

"Castle  _Oblivion_!" Donald finished impatiently.

"Oh yeah, now I remember!" Goofy replied with a chuckle, "I just couldn't get the name right…"

"We'll be okay," Sora insisted, "Whatever it is they're cooking up, we'll be able to handle it as long as we're together!"

"'Course we will, like at that creepy castle we explored together," Goofy agreed, "The one with all those weird contraptions!"

 _Wait_ , Sora thought as he crossed his arms. "When was that?" he asked.

"I can't remember," Donald added, "What was it called?"

"Gawrsh, it was uh… Holla… Holly… Holler…" Goofy scratched his head. "Sorry, I can't remember."

"Wak! Stop goofing around!" Donald shouted.

"Goofy, sure you didn't make it up?" Sora asked.

"I don't think so," Goofy answered.

Sora walked up to the door, pulled out a World Card, and held it in the air, facing towards the door. The card lit up, and the door opened.

* * *

The room on the other side resembled a city in the desert, the buildings seemed to be made of sandstone, jars of various colors were lining the walls, and multiple shops were covered by vibrantly colored cloths. Sora, Donald, and Goofy walked into this strange room, their minds filled with memories of the desert sun's unforgiving heat, but came to a halt upon realizing who else was in the room.

"Look, Sora! Someone's in trouble!" Goofy shouted, pointing at a man in well-worn clothes who was surrounded by Heartless on all sides.

"We'd better do something!" Donald shouted as he pulled out his staff. Goofy and Sora readied their shield and Keyblade respectively before charging into the horde of Heartless.

"Mind if we help?" Sora asked the man.

"Thanks!" the man replied, "I thought I was done for."

 

Donald, Goofy, and the man all vanished, and Sora was surrounded by six shadows.

"Simba's not gonna be much help when I'm surrounded," Sora remarked as the Heartless leapt at him. He rolled out of the way, turned to face the tangled mess of Shadows, and held a blue card to his chest. "Courage!"

Simba's roar obliterated the mess of Shadows, and Corridors of Darkness opened up, dropping in five Bandits, and two Fat Bandits. One of the Bandits slashed its sword at Sora, forcing him to parry it with his Keyblade. Both of the Fat Bandits chose that exact moment to start breathing fire. Sora ducked to avoid getting roasted, but winced as the blade he had been blocking scratched his side. He slashed through the Bandit in retaliation, causing it to release its heart and drop a green card.

"Donald!" Sora shouted as he threw the card. Donald materialized right as one of the Fat Bandits coughed up a fireball. Sora winced as Donald ran around the room, on fire, setting the Bandits ablaze. Eventually, Donald came to a stop, still smoldering, his clothes and feathers blackened.

"Heal," He muttered, conjuring up flowers over his head that poured a green light over his body. The Bandits faded with Donald's wounds, leaving the two Fat Bandits. One of them threw a punch at Donald, sending him flying into one of the pots on the wall. While the Fat Bandits marched towards Donald, Sora snuck up behind one, and slashed through it, releasing its heart and a green card.

"Goofy!" Sora shouted, throwing the card. In a flash of light, Goofy materialized as the remaining Fat Bandit charged at him. Goofy launched it into the air with his shield, and held his shield over his head. Sora ran at Goofy and jumped, letting the knight propel him into the air. Sora struck the Fat Bandit with all that he had, before dropping back to the ground. Goofy jumped right back up into the air, and hit the Heartless over the back of the head with his shield, causing it to hit the floor with enough force to shake the room and dislodge dust from the sky-colored ceiling. The Fat Bandit pushed itself off the ground, and began to suck in air, ready to spit out fire once more.

"FREEZE!" Donald shouted as he flung chunks of frost at the Heartless, icing it over. Sora dashed up from behind the Fat Bandit and struck it with his Keyblade, shattering it. A heart floated away as a card fluttered to the ground, and more Bandits dropped in from above, this time accompanied by two Green Requiems.

"Help!" Sora shouted as he threw the card. The man the trio had challenged this horde to rescue materialized and raised his Scimitar to block a swing from one of the bandits.

"Okay, this is not how I imagined today would go," Aladdin remarked.

"FIRE!" Sora shouted as he shot a fireball out of the tip of his Keyblade. It struck the Bandit in the back, allowing the man to slash across its emblem. One of the two Green Requiems rang, coating the injured Heartless in green light as the Bandits closed in on the trio and the local.

"Alright, time to see if the legends are true," the man commented as he reached into his vest, and pulled out a golden lamp.

"Okay, my first wish," he started as he rubbed the lamp, "Get rid of these Heartless!"

Blue smoke poured out of the tip of the lamp and swirled around the air, before forming into a giant blue figure with a wispy tail, and two golden cuffs on his wrists.

"Wish number one, coming right up!" the figure announced, before snapping his fingers. The battle came to a halt as, one by one, each of the Heartless disappeared in puffs of blue smoke. A single Shadow emerged from the ground, looking around in confusion, before vanishing in a puff of smoke as well.

 

"Gawrsh..."

"Why didn't you start with that?" Donald asked.

"Well, you see..." the man started.

"Let me handle this," the big blue being interrupted, "You see, what our lucky winner has here is the one and only magic lamp. And yours truly is the Genie of the Lamp! Just Genie to my friends! Anyhoo, should you ever find yourself in possession of your very own Magic Lamp, all you gotta do is rubba-dub-dub that lamp to summon yours truly from within! And in return I shall grant not one!"

A second Genie appeared.

"Not two!"

A third Genie appeared.

"But  _three_ wishes!"

The other two Genies vanished as the remaining Genie was suddenly wearing glasses and reading quickly from a script.

"The Genie of the Lamp may not force someone to love you, raise the dead, be your own personal hitman, or give you any more than three wishes. You cannot use one genie to get more wishes out of another. The Genie may not grant you any wishes if you are not in possession of the lamp. Lamp not suitable for use of children aged three or younger. You got all that?"

"Uh…"

"So Master, you just used your first wish!" the Genie replied, "That means-" he split in two "You have  _two_  wishes left!"

"You'd better be careful with those last two," Sora commented as both of the Genies vanished.

"I've got to get back to the Palace somehow," the man explained, "But with all these Heartless…"

"Hey Sora," Goofy remarked, "We were heading that way too, weren't we?"

"I think so," Sora replied, trying to think back to when he had visited the real version of this world, but coming up blank.  _Was it really that long ago? Or have I just been to so many worlds that they're starting to blend together?_

"Then why don't we team up?" Goofy suggested.

"That sounds like a plan to me," Sora replied, "What do you say… Uh…"

"Aladdin," the man said, "And thanks, I could use the help."

"I'm Sora," Sora introduced, "And these are my friends, Donald, and Goofy."

"Looks like we're a team," Aladdin replied, "Let's go."

* * *

**~Agrabah~**

* * *

"So, uh, why are you going to the palace, Aladdin?" Goofy asked.

"That no good royal vizier, Jafar," Aladdin explained, "He wanted to use the magic lamp to take over Agrabah, but he wasn't powerful enough to control the Heartless in the cave, so he tricked me into braving the dangers of the cave to get the lamp for him. I'm just lucky I got back to Agrabah in one piece."

"Wasn't there anyone else there to help you out?" Sora asked, "This Jafar guy's got some nerve to give such dangerous orders."

"I know how you feel, Master," Genie remarked, "People have been ordering me around for ten thousand years, and what help do I get? I keep wishing that someone will wish me outta this gig, but you can probably guess how that turns out..."

"Well, what if I used my third wish to set you free?" Aladdin asked.

"Wait, my ears are working, right?" the Genie asked as he removed one of his ears, inspecting it, "You're not just pulling my top-knot, are you? Because let me tell you, even if I'm near-omnipotent, that does actually hurt."

"I promise, Genie," Aladdin replied, "Besides, there's only one thing I really want."

"Then we'll just have to do something about that Al -can I call you Al?" the Genie replied, "So what is it you need? Fame?" Multiple camera flashes went off.

"Fortune?" The Genie was buried under a mountain of cash.

"A herd of luxury camels to call your own?" The Genie turned into a camel.

"Well, there's this girl," Aladdin started, "Her name is Jasmine. She's princess of Agrabah. And… That's the problem. It's hard for a 'street rat' like me to get the chance to see her. That's how this all started. I thought that if I could get the treasure from the Cave of Wonders, then maybe Jasmine would want to see me."

"Sounds like your wish should be that you can see Jasmine anytime you want, huh?" Sora asked.

"It would have to be more carefully worded than that," the Genie explained, "I have to do exactly what you say when granting your wishes, and I don't get a lot of wiggle room. With a wish like that, you'd probably just get a magic mirror that shows you whatever Jasmine is doing at that moment. And trust me, that will not win you any brownie points."

"What if you made me a prince?" Aladdin asked.

"Well then, I have just the package for you!" the Genie replied, "As Prince Ali, you'll get the royal makeover! A grand parade that'll get the crowds roaring! They'll roll out the red carpet for you! Now, all you have to do is wish for it, and I can make it happen!"

"Erm, why don't we put that on hold for now?" Aladdin suggested, "I mean, this place is still crawling with Heartless, so I probably shouldn't be too hasty…"

"Well, you're the one with the lamp!" Genie replied, "Just remember, the offer is open!"

"First, we gotta get to the palace," Aladdin stated.

The trio, plus Aladdin and Genie, rushed off.

* * *

Sora, Donald, Goofy, and Aladdin walked into the next room, and immediately heard a cry of pain.

"Jasmine!" Aladdin shouted. The quartet rushed forward, and a ring of Heartless were closing in on a woman's unconscious form."Genie you have to save her!"

In a flash of light, all of the Heartless vanished. Aladdin ran up to Jasmine."Jasmine! Can you hear me?"

"Looks like the Heartless knocked her out," Goofy observed, "Other than that, she looks okay to me."

"But now you only have one wish left," Donald pointed out. Right as Donald pointed that out, more Heartless emerged from the shadows.

"Not again!" Aladdin shouted, "Sorry, Genie, but you're the only one who can-"

"Wait! This is your last wish, don't waste it!" Sora interrupted as he summoned his Keyblade, Donald and Goofy readying their own weapons, "This time, let us handle the wish-granting!" The Heartless charged as Donald, Goofy, Aladdin, and the Genie vanished.

 

Sora charged at the four Shadows and two Bandits. All four of the Shadows sank into the ground while one of the Bandits spun at Sora. Sora deflected the strike of the blade, and ducked under the second Bandit's swing. He turned to face the four Shadows as they emerged from the ground, and held a Summon Card to his chest.

"POWER!" Simba's roar swept them away, allowing Sora to focus on the Bandits. Unfortunately for him, one of said Bandits took the opportunity to knock the Keyblade out of Sora's hand. Sora jumped back to avoid getting skewered by the follow-up strike, then summoned his Keyblade back to his hand, and pointed it at the Bandit.

"FIRE!" the fire spell incinerated the Heartless, releasing its heart, and a green card. Sora ran forward and grabbed the card.

"Goofy!" He shouted as he threw it at the other Bandit.

Goofy tumbled into the Bandit as he materialized.

"That was weird," Goofy commented as he stepped off the twitching Heartless. The Bandit rose to its feet, stumbled for a bit, then got sliced in two when Sora threw his Keyblade at it, and summoned it back to his hand.

"You know," Sora said as the Bandit faded away, releasing a heart, "If it hadn't knocked the Keyblade out of my hand, I never would've thought to throw and resummon my Keyblade as an attack."

A Fat Bandit emerged from the Darkness, accompanied by two Green Requiems.

"We gotta take out the big guy first!" Sora shouted.

"Already on it!" Goofy shouted as he spun into the Heartless, launching it into the air. He held his shield over his head, and propelled Sora into the air after the Heartless when Sora hopped on. Sora knocked the Fat Bandit even higher into the air, and Goofy jumped up to smash it into the ground once more. Then, both Green Requiems rang, and a green light washed over the injured Heartless, healing it back to peak condition.

"Oh… Right…" Sora commented as the Fat Bandit inhaled, then blasted a ball of fire at him. Goofy blocked the fireball with his shield.

"The little guys are gonna keep healing the big guy if we don't take 'em out!" Goofy shouted.

"I've got it!" Sora shouted as he pointed his Keyblade at one, "FIRE!"

The Fat Bandit hopped in the way of the fire spell, and it harmlessly sizzled out on its belly. "Crud." The Fat Bandit inhaled again, but Goofy surged forward and knocked it into the air again.

"HURRY! Before it hits the ground!" Sora threw his Keyblade at one of the Green Requiems, and summoned it back to his hand when the Heartless was cleaved in two. A green card drifted down from where the Heartless used to be. Sora dashed forward to grab it as the Fat Bandit finally came back down.

"Donald!" he shouted as he threw the card. Donald materialized, and waved his staff at the Fat Bandit.

"FREEZE!" he shouted, launching ice at the Heartless and icing it over. The remaining Green Requiem healed the injuries from the spell, but couldn't thaw it out. Donald then pointed his staff at the Green Requiem.

"FIRE!" he blasted a ball of flame at the Green Requiem, incinerating it. The Fat Bandit finally broke free of the ice, only for Goofy to launch it into the air for the third time since it had arrived.

"Now, Donald!" Goofy shouted.

"THUNDER!" Donald cast.

The Heartless was struck by lightning at the peak of its ascent, and fell to the ground, still sparking and twitch. Sora dealt the final blow with a slice to the back, and got a Green Card in return as a Bandit, six Shadows, and six Yellow Operas joined the fight.

"Aladdin!" Sora shouted as he threw the card,and Aladdin materialized in a flash of light, parrying a blow from the Bandit.

"Gee, this sure seems familiar," Aladdin remarked, as he deflected the blow, before jabbing his scimitar at the Heartless' emblem. The Bandit hopped to the side, and made a slice at Aladdin's shoulder. Aladdin leaned back to avoid the swing, then swung his own blade at the Heartless. The Bandit raised its own blade to parry Aladdin, and the two were caught in a blade lock. One of the Yellow Operas noticed the stalemate and started sparking, only to get sliced in two by Sora's thrown Keyblade. The remaining five turned their attention away from Aladdin and the Bandit's duel to focus their lightning on Sora. Sora dodged the first bolt, but cried out when the remaining four struck him in quick succession.

"HEAL!" Donald shouted as Sora rose to his feet, green light washing over his body. He was then dogpiled by the Shadows the trio had forgotten about.

"FIRE!" Sora shouted, incinerating one of the Shadows-

"NOT AGAIN!"

-and setting Donald on fire as well, sending the mage running around the room in a panic, setting two of the Yellow Operas on fire as he ran past them and burning through the Shadows as they tried to avoid him. The remaining two Yellow Operas both lunged at Goofy, who threw his shield at them. It bounced between them, releasing sparks with every impact, until finally obliterating one of them. The last Opera began to spark, only for Sora to jump into the air and slice it clean down the middle, destroying it.

Aladdin and the Bandit, meanwhile, were still in a bladelock, though the Bandit was starting to slip.

"I've had enough of this!" Aladdin shouted, before putting on more pressure, his own blade slightly cutting into the Heartless'. The Heartless tried to push back, but Aladdin's blade simply sank deeper into its own blade, before cutting the Bandit's sword in two. The Bandit tried to step back, but wasn't fast enough to avoid sharing in its sword's fate. All that remained was a blue card, depicting a dark-purple orb.

"What's this?" Aladdin asked as Sora walked over to him.

"It looks like the card Axel left behind when we beat 'im," Goofy observed. Sora walked up, and took the card in his hand. It vanished in a flash of light, and Sora recalled how to manipulate the power of the stars.

 

"See, we didn't need Genie this time," Sora said as he dismissed his Keyblade.

"Thanks, Sora," Aladdin replied, "But I'm still down to my last wish."

"I'm afraid that's where you're wrong," a new voice said.

"WAK! Who said that?" Donald asked.

Aladdin's hand went into his vest, but his face paled.

"Oh no! The lamp is gone!" he shouted.

The voice continued laughing, before a flash of light and puff of red smoke caught the quartet's attention. The new speaker was a tall, lean man clad in black and red robes, holding a golden cobra scepter in his hands. A red parrot flew up to the man, the magic lamp in his claws.

"Here ya go, Jafar!" the parrot said as he dropped the lamp into the man's waiting hand.

"Excellent work, Iago," Jafar replied, "While they're a chaotic and brutish lot, those Heartless made for a fine distraction. Though I had hoped you would have wasted both of your remaining wishes on the Heartless, I cannot deny that denying you your third wish has its own manner of satisfaction."

"What do you want from that lamp?" Sora asked.

"I don't owe you any answers,  _boy!"_  Jafar spat, "But, I suppose I should humor you, even though the answer should be obvious! You see, the genie in this lamp, though all powerful, is bound to obey the commands of whoever  _holds_ his lamp! Which will be immensely important in seizing the power I desire! Which shall be oh, so easy once I have Jasmine as my bride!"

"I won't let you lay a finger on her, Jafar!" Aladdin shouted as he brandished his scimitar.

"Oh, don't worry,  _I_  won't be the one to do so," Jafar replied, "Genie! My first wish! Bring Jasmine to me!"

"Genie!" Aladdin shouted, as the formerly jolly blue genie carried Jasmine's unconscious body up to Jafar.

"I'm sorry Al," Genie replied despondently, "But the one who holds the lamp calls the shots."

"Farewell,  _Aladdin!"_  Jafar taunted, "If I'm feeling generous, I  _might_  invite you to the wedding!" He laughed as he, Iago, the Genie, and Jasmine vanished in a puff of red smoke.

"Jasmine! Genie!" Aladdin shouted, before falling to his knees, "I messed up..."

"Hey, it's not over yet!" Sora pointed out, "There has to be some way to beat Jafar!"

"It's gonna be tricky now that he has the Genie on his side," Goofy commented.

"I wish we'd seen Iago before it was too late though," Donald added.

"Wish… That's it!" Aladdin shouted as he jumped to his feet, "Sora, Donald, Goofy, I have plan!"

* * *

Sora, Donald, and Goofy rushed to the palace gates, where Jafar stood with an unconscious Jasmine floating above the ground.

"What's this?" Jafar remarked, "Has the street rat given up on his precious Jasmine already?"

Sora, Donald, and Goofy readied their weapons.

"Well, I'm not going to waste a wish on the likes of you three," Jafar said as he held his scepter in the air, the eyes on the cobra head lighting up, "I'll deal with you myself!"

"Now!" Sora shouted.

"What?" Jafar replied as Aladdin jumped down from a nearby building, and ran towards Jasmine.

"Genie!  _Stop him!_ "

The Genie swooped in and hovered between Aladdin and Jasmine.

"I'm real sorry about this, Al," the Genie said as he covered his eyes. He then socked Aladdin in the jaw and sent him sliding back on the ground.

"Ow, that hurt more than I was expecting," Aladdin admitted as he pulled himself off the ground, "But the plan still worked!"

"Huh?" the Genie and Jafar commented.

"You only have one wish left!" Sora pointed out, "You could use it to take care of us, but then you won't be able to conquer Agrabah!"

"And if you use it to conquer Agrabah, you'll still have to worry about us," Aladdin added as he rose to his feet, green light from Donald's Cure spell healing the bruise on his jaw.

"Oh, real clever Al," the Genie replied, "Giving Jafar a taste of his own medicine!"

"Perhaps, but there's still one way I could use the Genie's power," Jafar announced, "Genie! My final wish! Make me an all-powerful genie!"

The Genie turned white as a sheet, before covering his eyes. He pointed his finger at Jafar, and fired off a bolt of magic into the man, before conjuring up a bed and diving under the covers.

"Wake me up when this nightmare is over!" he shouted as Jafar laughed. Red smoke swirled around Jafar and darkened the room, the only light coming from flashes and flares of magic that emanated from the transforming Jafar, and Sora felt a chill run up his spine as he, Donald, Goofy, and Aladdin were engulfed by the smoke.

* * *

When the smoke cleared, Sora found himself weighed down by an oppressive heat, and wiped sweat off his brow. The room had changed, he was now standing on a platform, surrounded by lava. The roof no-longer imitated the desert sky, but the stone roof of a cavern.

"Did Jafar do this?" Sora asked. He was answered when a massive, red Genie burst from the lava, cackling.

"The powers of the cosmos lie at my fingertips!" Jafar boasted, "You are nothing to but a bug to me now,  _boy!_ "

"There's gotta be some kind of catch I can exploit!" Sora said as he brandished his Keyblade. He then spotted Iago out of the corner of his eye, and realized that he was carrying a glowing sphere. Inside that sphere, was a pitch-black lamp. "That's it! If I can get Jafar's lamp, we can stop him!"

"You won't get the chance, boy!" Jafar taunted as he the part of the platform Sora was on sank, and the one Iago was flying over rose, "You're in my world now!"

Sora ignored Jafar's taunt, and jumped up to grab the ledge of the other part of the platform.

"Oh no you don't!" Jafar shouted as he beckoned the floor below Sora with his hand, causing it to rise up beneath Sora. The boy was caught off guard from the sudden change in elevation, and fell off the new pillar to the floor below with a  _thud!_

"It's going to take more than that, Jafar!" Sora groaned as he pushed himself to his feet.

"Not as long as I have my eye on you!" Jafar replied as his eyes began to glow.

Sora ducked behind the pillar Jafar had just created to avoid getting struck by the lasers from Jafar's eyes. He pressed his back to the stone and tried to figure out where Iago had gone, and saw the parrot in question flying above the other pillar.

"You can't get away from me!" Sora remarked as he pointed his Keyblade at Iago, the tip turning red. "FIRE!"

The fireball struck the bird, causing him to cry out and drop the sphere holding the lamp. Jafar's lamp bounced around inside the sphere, and rolled off the pillar to the floor below, which shifted and shook, bouncing the lamp around even more as Jafar writhed in pain. A stray blast of magic shot out of Jafar's finger, causing a green card to appear. Sora grabbed the card, and threw it at the lamp."Aladdin!"

Aladdin materialized in a flash of light, and took one look at the sphere, and the lamp on the inside.

"So, I take it that's Jafar's lamp?" Aladdin asked as he raised his scimitar, "Don't worry, I can handle this."

He struck the sphere with his scimitar, cracking it. He struck the cracks on the sphere, and then Iago swooped in and carried off the sphere.

"You'll have to try a little harder then that,  _street rat!_ " Jafar taunted as he emerged from the laval, a glob of half-molten rock in his hand, "But fist, I think I'll squash you like the bug you are!"

He threw the rock, and Aladdin barely jumped out of the way in time to avoid getting crushed, but not in time to avoid getting burned. Iago laughed at Aladdin's misfortune, not noticing that Sora had thrown the Keyblade. The flying Keyblade knocked the sphere out of Iago's talons and Sora resummoned his Keyblade as the sphere once again bounced around, Jafar once again writhing as the floor shifted and shook. Sora struggled to find his footing as a stray blast of magic conjured up another green card, then he hopped off his pillar and grabbed the card.

"Goofy!" he shouted as he threw the card at the sphere holding Jafar's lamp.

Goofy materialized in a flash of light, and yelped as he bashed the sphere flying towards his head with his shield, sending it flying to Sora, who whacked it with his Keyblade, sending it towards Aladdin, who struck it with his scimitar, sending it to Goofy, and so the cycle continued as Jafar writhed, until the shifting platforms knocked everyone off their feet and allowed Iago to grab the sphere, mid-flight.

"I have had enough of you meddlesome  _insects!_ " Jafar shouted as all six platforms suddenly dropped, causing everyone to fall flat on their face as Iago flew out of reach, " _Burn!_ "

Beams shot out of his eyes and dragged across the platform, striking Goofy, Aladdin and heading towards Sora. Sora simply did what anyone would in his position, and ran. He ran away from Jafar, the beams closing in on his ankles, and spotted Iago out of the corner of his eye.

He pointed his Keyblade at the parrot, and with a cry of "FORCE!" formed a field of pure gravity that pulled the bird and his cargo all the way down to the floor. The second the sphere touched the ground, Jafar recoiled in pain and all six of the platforms shot up into varying heights, sending everyone flying. Iago began flapping his wings, and desperate flew at the sphere.

"Don't worry boss, I gotcha covered!" Iago shouted, not noticing Sora holding a blue card to his chest.

Simba's roar made a liar out of Iago as he was sent flying off course, and the sphere bounced off the ground, sending the black lamp bouncing around it's insides, and causing Jafar to cry out and writhe in pain. The platforms shifted elevation once more, causing the lamp to bounce around in its protective barrier, causing Jafar to involuntarily expel more magic, summoning another Green Card. The next shift in altitude sent Sora flying, allowing Sora to grab the card out of mid-air, and throw it at the lamp.

"Donald!" he shouted.

Donald materialized in mid-air, and collided with the sphere, sending both crashing to the ground.

"Oh…" Donald groaned, before hopping to his feet, "What's the big idea?"

"Jafar doesn't like it when we hit that weird ball thing the black lamp is in," Goofy explained, pointing at the sphere the black lamp was in, which was now covered in spider web cracks.

"In that case, FREEZE!" Donald iced over the entire sphere, "FIRE!"

The blast of flame melted the ice and shattered the sphere, sending the lamp flying through the air.

"I got it this time Jafar!" Iago shouted as he flew for Jafar's lamp.

"Aladdin!" Goofy shouted as he held his shield over his head.

"I'm on it," Aladdin shouted as he ran at Goofy. Goofy propelled Aladdin into the air, allowing him to catch Iago.

"Oh, come on!"

"If it's any consolation, I was aiming for the lamp," Aladdin replied as he and the parrot fell back towards the ground. The lamp continued to soar across the room, until it arced downwards, and landed in Sora's hands.

"Alright, Jafar," Sora said as he pointed his lamp at the evil genie, "Now that I have the lamp,  _I_  call the shots!"

"No…!" Jafar shouted as golden cuffs appeared on his wrists.

"For my first wish, I want all of us to be returned to the palace gates, or if we're already there, for the palace gates to be returned to normal," Sora replied.

Jafar growled, but nonetheless snapped his fingers, and in a flash of light, everything returned to normal. Unfortunately, the room began to fill with Heartless.

"Let's see you deal with these, boy!" Jafar said with a grin as Donald, Goofy, and Aladdin readied their weapons.

"I won't," Sora replied.

"What?" everyone else shouted.

"You, on the other hand..." Sora grinned. "For my second wish, I want you to get rid of all the Heartless in Agrabah!"

"I hate you," Jafar spat as he waved his hand, and all the Heartless vanished. "One wish left."

"In that case," Sora started, "I wish for you to disappear into your lamp and hide it away within the deepest recesses of the Cave of Wonders!"

"What?" Jafar then felt his wispy tail get pulled into the neck of the lamp, "No…  _NO!"_

Jafar's screams echoed as he was pulled into the lamp. The second he had been completely pulled inside, the lamp vanished in a puff of smoke.

 

"We rescued Jasmine,  _and_  we got the lamp back!" Donald cheered.

"And ya still have one wish left, Aladdin," Goofy added.

"He sure does!" Genie announced as he pulled out several fabrics and a tape-measure, "Time for me to make a prince outta this guy!"

He drooped slightly. "Course, I'd like to be free, but you know what they always say; genies can't be choosers. You're probably miffed about that whole puppet-of-Jafar thing, anyway."

He floated over to Aladdin, and draped an arm over his shoulder. "Go on, Al. Wish for what's really in your heart. Be a prince. Get the girl."

"Okay, here goes," Aladdin started as Genie revved up some magic, "Genie, I wish for your freedom!"

"But...but Al!" Genie started, but was cut off as the magic began to swirl around him. His wispy tail unraveled into two legs, and the golden cuffs on his wrists faded into light.

"Now, no one like Jafar can ever use you for evil again!" Aladdin announced, "Genie, you're free!"

"Al, I'll never forget this," Genie replied as tears of joy rolled down his face, "But what about Jasmine? What are you gonna do?"

"I was wrong, Genie," Aladdin replied, "If I had used your help to win over Jasmine… I'd be no better than Jafar."

He turned to Sora.

"Jasmine means the world to me," Aladdin explained, "I wanna show her the real me."

"That's the spirit!" Sora replied.

"Thanks, and good luck to you too," Aladdin replied.

"What for?" Sora asked.

"I was ready to give up back there, but what you said kept me going," Aladdin answered, "That's when it hit me, you must be looking for someone you care about too."

"Yeah," Sora admitted, "We're looking for some friends we were separated from a while back."

"Listen, Genie…" Aladdin started as he turned to his friend.

"Say no more, little pal!" Genie interrupted, "I know  _just_  what you're thinking!  _Here ya go, Sora!_ " The genie flicked his wrist, and suddenly a blue card depicting the Genie was in his hand.

"Take my card, and give me a ring whenever you're in trouble! I'll be there faster than you can say 'anachronism stew'!"

"Are you sure?" Sora asked as the Genie stretched his arm over to Sora.

"Anytime at all!" Genie replied, "Hey, without you guys, I might never have been able to ditch that lamp! And I think Aladdin will be fine without me for at least a little while."

"I see," Sora replied as he took the card, and the Genie's arm returned to its normal length, "Thanks!"

"Let's hope both our wishes come true then," Aladdin replied, "Take care, Sora."

* * *

Sora, Donald, and Goofy shuffled out into the exit hall and made their way for the exit.

"Hmm…" Goofy slowed to a stop as Sora and Donald went on.

"What's the matter?" Donald asked as he and Sora turned to face Goofy.

"It's that creepy castle I was talking about earlier," Goofy replied, "I know I didn't make it up, cause that was the castle where Sora had to use the Keyblade to free Kairi's heart."

Sora remembered the pain of Ansem's Keyblade of Heart stabbing into his chest, and his own body fading away as his consciousness drifted into darkness.

"Then he just disappeared!" Goofy continued, "And I was so worried. How could I ever forget that?"

"Oh! It was when I turned into a Heartless!" Sora replied, "Wait, that happened in a castle?"

"Aw, you forgot that?" Donald asked, "'Cause I remember perfectly!"

"Then what's it called?" Sora asked.

"That's easy it's uh…" the duck paused, "Um…" He turned to the cricket in Sora's hood. "Jiminy! Help me, is it in your journal?"

"Of course it is!" Jiminy replied as he hopped onto Sora's shoulder, "I recorded everything we've done, everyone we've met, and everywhere we've been in this journal! In fact, I've continued to record everything even after we arrived in this castle!"

He hopped back into Sora's hood. "Now then, if I can just find it…"

Sora felt Jiminy shuffle around in the back of his hood.

"Oh, here we go!" Jiminy hopped to the floor, a tiny book in his hands. "Let's have a look."

He opened the journal. "...Oh! How could it be!"

"What's the matter?" Goofy asked.

"All of my entries, they're  _gone!"_  Jiminy answered, "Every page from before we entered the castle is blank!"

"What'll we do?" Donald shouted.

"How could this have happened?" Jiminy asked as tears welled up in his eyes, "I'm always so careful with the journals, and now all of my hard work is gone..."

"The journal's blank..." Sora commented, "What's going on?"

* * *

A blond-haired girl in a white dress dragged her colored-pencil across the sketch-paper, drawing with a smile on her face. The picture she was drawing warmed the cold, white room, and kept her mind off the hooded figure watching her every move.

**Notes for the Chapter:**

> The title comes from Agrabah's battle theme, and all future chapters will be named after the battle themes of their worlds. I decided to make the Genie act closer to how he did in the film, and add in a scene where Aladdin and the SDG trio introduce each other. Additionally, the second horde of Heartless dropped "Gravity" because "Gravity" was the bounty in Agrabah, and this is basically how Sora and co are gonna be learning spells. I brought back the protective bubble from KH1 to explain why the Jafar battle didn't end in just two seconds like it did in the KH1 Manga.  
> Boy was that anticlimatic.  
> Additionally, there are some other changes I made in order to make scenes feel more natural. Particularly the one I closed out in which, while perfectly serviceable as a cutscene, felt kinda empty as narration.  
> As for why I started with Agrabah? It's the World Card the game defaults to when you start out, and as such I'll be going by the "default order" instead of the "canon order".  
> Thank you for reading, and don't be afraid to let me know what you did and/or didn't like.


	4. Chapter 3: Go For It!

**Notes for the Chapter:**

> Welp, here's another chapter. This time slightly shorter since I only had to write two fight scenes instead of three.

"Something's screwy," Donald said as he, Sora, and Goofy ascended the stairs to the next floor, "Journal pages don't just vanish!"

"What if it's more things?" Sora asked as the trio reached the top.

"Huh?"

"Hmm?"

"Goofy was telling us about another castle we'd been to… But none of us really remembers it," Sora explained, "And even if that world we visited looked familiar, I didn't recognize or remember anyone or anything from it while we were there. Do you think…"

He shook his head. "Could it be that we don't remember, because we're losing our memories?"

"Losing our memories?" Donald replied.

"Hold on! Remember what that mystery fella said?" Jiminy asked, "'In this place, to find is to lose, and to lose is to find.' It musta been our memories he was talking about losing!"

"So if we keep going, we'll lose more," Sora observed, "Guess that's why they call it Castle Oblivion."

"So the higher we go, the more we forget?" Donald asked, "Does that mean everything and everybody will be forgotten?"

"Riku and Kairi too…" Sora remarked, downcast.

"Do you want to go back?" Donald asked.

"Don't worry fellahs!" Goofy cut in as he walked up to them, "We might forget about where we've been or what things we've seen, but we won't forget who our friends are!"

"I don't know…" Donald replied, unsure.

"C'mon, Sora, when you turned into a Heartless, did you forget about me or Donald?" Goofy asked.

"Of course I didn't!"

"There ya go! No matter what happens, you won't forget your friends."

All was silent for a couple of seconds as Sora and Donald digested that declaration.

"You're right," Sora agreed, "Thank you, Goofy."

"So if there's nothing here that can make you forget about your friends," Donald observed, "Then we have nothing to be scared of! Let's go!" Donald marched for the door to the next Memory World.

"But when I turned into a Heartless," Sora continued as he folded his hands behind his head, "Who was the one who took forever to notice and kept clobbering me?"

Donald paused.

"How come you didn't forget about  _that_?" he asked.

After he and Goofy had their laugh (and Donald had calmed down), Sora walked up to the door, and held his next World Card up to it. The card vanished in a flash of light, and the door slowly opened. Sora stepped into the light, and into the next world.

* * *

The room took the form of the courtyard leading to a massive building. Two golden statues depicting warriors crossing swords stood over the door. Sora and Goofy kept walking, while Donald ran over to a sign off to the side.

"Look, an announcement!" he called over to Sora and Goofy. Jiminy Cricket jumped onto Sora's shoulder to read the sign.

"Hmm… It seems to be some sort of contest," he explained after he had finished reading it, "They're calling it the 'Olympus Coliseum Survival Cup'. Contenders have to run an obstacle course, battling each other along the way. And listen to this: 'The great hero, Hercules, will also compete for the cup.'" He pointed to a line near the bottom, located in a bio all about Hercules. "It says here he's never been beaten."

"Sounds like fun," Sora said with a grin, "Why don't we enter too?"

"I thought you'd say that," Goofy replied, "Whenever there's a contest, you're rarin' to join up!"

"You're going to compete, even if we don't, right?" Donald added.

"Uh-huh," Sora confirmed.

"Guess we'd better tag along, then," the duck commented.

"Hold it everyone! There's more!" Jiminy cut in, before reading the sign, "'Only contenders who finish the preliminary course may enter the main competition.' It says the preliminary course is just up ahead!"

"Then what are we waiting for?" Sora asked as Jiminy hopped back into his hood, "Let's go!"

* * *

**~Olympus Coliseum~**

* * *

Hours later, Sora, Donald, and Goofy came to the end of the obstacle course, in a small room where a diminutive satyr stood.

"Huh? Where'd you come from?" the short, goat-man asked, "Don't tell me you three finished the prelims!"

"We sure did!" Sora boasted, "And now, we wanna go for the cup!"

"Well, you came to the right place. Not that you stand a chance against Herc," the goat-man replied.

"Why not?" Donald asked.

"Two words," Phil answered, "You. Ain't. Heroes!"

"You're wrong!" Sora protested.

"Yeah, that was three words!" Goofy replied.

"Exactly! But not the point," Sora continued, "How can we prove we're heroes if you don't give us the chance?"

"He's right, Phil," a muscular man replied as he walked into the room, "They cleared the prelims. I think they at least deserve a shot."

"Hmm… You got a point there, Herc," the goat-man, Phil, replied, "But still-"

"Of course, we could always cancel the games," Herc pointed out.

"Cancel them?" Sora parroted, "What for?"

"Old Phil's prelim course was so hard, no one else could finish it," Herc answered.

"Is that right?" Sora asked, "Well if you let us compete, you won't have to cancel the games!~" Sora folded his arms behind his head with a smug grin on his face. "What do you say, Phil?" The old goat closed his eyes and crossed his arms, and took a deep breath.

"Alright, you got me over a barrel, so fine," Phil started, "here's how it works, kid-"

"It's 'Sora', not 'kid'!" Sora protested.

"Whatever you say, kid," Phil replied, "Since your team and Hercules are the only contenders-"

"No they're not," a new voice cut in. The voice belonged to a spikey-haired blond in a dark outfit, a tattered, red cape draped over his shoulders.

"The games have a new challenger," the newcomer announced, "The name's Cloud."

"The more the merrier," Phil replied, "Now the games will  _really_  be something to see!"

"I'm looking forward to this," Hercules added, "Don't expect me to pull any punches!"

"Hey, as long as you don't expect me to take them!" Sora replied with a smirk, before turning to Donald and Goofy, "Let's give it our best!"

 

The competitors lined up in front of Phil.

"Okay, before we get started, let's lay down some ground rules!" Phil started as he marched in front of them, "Rule #1: First one through the obstacle course wins! Rule #2: In the event of a tie, a battle will decide the winner! Rule #3: You can interfere with your opponents on the course! And finally, Rule #4: All challengers have to give this everything they got!"

He stepped out of the way of the competitors."All right, enough with this spiel. On your marks… Get set… GO!"

They barreled out of the room, leaving Phil in the dust.

* * *

Sora, Donald, and Goofy continued dashing through the course, having lost track of Hercules and Cloud hours ago, only to once again stumbled upon Cloud at the halfway mark. Despite being armed with a large, bandaged sword, he didn't move to acknowledge the trio, even as they skidded to a halt.

"Gawrsh, that was nice of him to wait for us to catch up," Goofy remarked.

"He's not waiting!" Donald snapped: "Remember Rule #3? 'You can interfere with your opponents on the course'!"

"He's looking to narrow the field," Sora remarked as he summoned his Keyblade, Donald readying his staff as Goofy readied his shield.

"You can put that away," Cloud replied, "I'm not looking for a fight with you, so keep moving."

"Huh?" Sora lowered his Keyblade.

"See? He  _was_  waiting for us to catch up!" Goofy said.

"Well, we've caught up," Donald replied, "Let's take him up on his offer and keep going!"

"I don't see a downside," Sora said as he dismissed his Keyblade. The trio walked past Cloud as he walked back into the center of the room. Sora paused, then turned back to face him.

"Listen, are you sure?" Sora asked.

"I'm not here for the cup, just Hercules," Cloud replied, "Today, he loses more than the competition."

"What?" Sora asked, his face paling, "You don't mean… But why?"

"Hades will restore my memories if I do," Cloud replied, not turning to acknowledge the trio, "Just go and win the cup, this doesn't concern you."

Sora summoned his Keyblade in response.

"Do you realize what you're doing?" Cloud asked, glancing over his shoulder at the trio.

"Rule #3," Sora replied, "You can interfere with your opponents, right? You're not the only one who wants to fight Hercules!" Cloud scoffed.

"You're not the one whose identity is on the line. But if you insist on sealing your own fate," he turned to face the trio, and brandished his sword, " _Then don't let me get in the way of your trip to the Underworld_."

 

Donald and Goofy vanished, leaving Sora to face Cloud alone. Cloud jumped into the air, and Sora had to dash out of the way to avoid getting skewered when he dropped back to the ground. Cloud pulled his sword out, and then propelled himself, sword first, towards Sora. Sora slid out of the way, then jumped to avoid being skewered when Cloud made another sliding stab.

Cloud then spun around for a third, and this time Sora blocked it with his Keyblade, but was still sent flying by the strike. Sora landed on the ground, and raised his Keyblade to parry a strike from Cloud. The blond pushed his weight into the blade, and Sora struggled to keep the blade from reaching him, even though he was already pressed against the ground. Eventually, Sora's arms gave, and he rolled out of the way and dismissed his Keyblade to avoid getting cut in half.

"FIRE!" Cloud jumped to avoid the ball of flame as Sora resummoned his Keyblade and hopped to his feet, holding a blue card to his chest. Cloud soared forward, dragging his blade behind him in the air. Simba materialized before Sora, and let out a mighty roar that sent Cloud flying, and caused him to drop a green card. Sora dashed over to grab it.

"Goofy!" he shouted as he threw the card.

"Enough playing around!" Cloud shouted as he ran straight ahead.

"Out of the way!"

"What?" Cloud was knocked off his feet as Goofy spun into him. He got back on his feet, and struck the spinning knight's shield with his sword, briefly deflecting him. Unfortunately for him, Goofy seemed to be homing in on him, and as Cloud turned his attention back to Sora, the knight spun into his back. Once again, he nudged Goofy away, but this time, he thrust his sword into the air, ready for when the knight returned.

Sora readied a fire spell on his Keyblade, then threw his weapon, sending the flaming weapon at Cloud's hands. Cloud cried out as his sword got knocked out of his hands, then fell over as it collided with the back of his head. Sora caught his Keyblade as Cloud dropped another green card. Sora dashed forward as Cloud picked up his sword, ducking under Cloud's swing to retrieve the card.

"Donald!" He shouted as he threw the card at Cloud. The card flew over Cloud's shoulder, allowing Donald to materialize behind him.

"FREEZE!"

Cloud flinched as his back iced over.

"FIRE!"

Cloud dropped to his knees, then turned to face Donald, noticing lightning arcing around the top of his staff.

"Thun-"

" _Enough!_ " Cloud shouted, pushing himself off the ground, spreading his wing, and flying straight at Donald. With a single swing, he sent the duck flying. He then soared at Goofy, and sent him flying with another swing, then went flying at Sora, zeroing in on the Keyblade Wielder, not noticing that he seemed to be getting heavier as Sora raised his Keyblade in the air.

"FORCE!" Sora brought his Keyblade down, and Cloud fell to the ground, kicking up a cloud of dust on impact. When the dust cleared, Cloud struggled to his feet, and Goofy slammed his shield into Cloud, sending him flying into the air.

"THUNDER!" Donald struck Cloud with a bolt of lightning while he was still airborne.

The soldier dropped to the ground once more, electricity still arcing across his body. He struggled to his feet, failing to notice that Goofy had fallen into Sora's or Donald's hands. His vision cleared, and he held his sword in front of him as a shield as he saw the trio charging at him. They collided with the broad side of his blade, and sent him sliding across the room. The four crashed into a wall, sending up a cloud of dust as the wall cracked from the impact.

 

When the dust settled, Cloud was missing.

"Cloud! Where are you?" Sora shouted.

"He headed for the finish!" Jiminy exclaimed as he hopped onto Sora's shoulder, "We'll have to hurry if we wanna stop him!"

"Right!" Sora acknowledged, "Donald! Goofy! Let's go!"

The trio made a mad dash for the finish line.

* * *

By the time the trio arrived at the finish line, Cloud was doubled over in pain as Hercules looked only slightly worn down.

"You lost! Give it up, Cloud!" Hercules announced.

"We're not… Done yet," Cloud protested as he struggled to his feet, gripping his side in pain.

"I can't guarantee your safety if we keep going like this!" Hercules replied.

"Better worry about yourself," Cloud taunted as he picked up his sword, "Looks to me like you're slowing down a bit."

Sora ran over to Hercules, summoning his Keyblade.

"Don't worry, I'll back you up!"

"Sora?"

"Get all the backup you want," Cloud replied, "I'm going to finish you and get my memories back!"

"Now, now, Cloud, we don't want to spill the beans," a new voice lectured.

In a burst of flame and smoke, a blue figure clad in black materialized outside of the arena, his own head on fire.

"Hades! You-" Hercules started.

"Looks like you oversold yourself," Hades said to Cloud, ignoring Hercules, "All you did was wear him down. This doesn't look good for your performance rating…"

"But I can still fight!" Cloud protested.

"Let me put it this way: You, my spiky haired friend, are fired," Hades replied.

"But my memories!" Cloud protested, "We had a deal!"

"Did you really think you could get your memories back that easily?" Hades asked as he turned to face Sora, "Don't make me laugh! There's nothing for you to remember!"

" _Why, you-"_  Cloud started as he charged Hades. The Lord of the Dead merely blasted him with flames, sending Cloud flying into a wall.

"Now, now, no need to be a sore loser," Hades replied as Cloud lost consciousness, before turning back to Hercules, "Now, Irk-cules, while spiky may have done a terrible job of finishing you off, he did at least soften you up for me!"

The room darkened as Hades conjured two balls of fire into his hands. He tossed those flames into the ground with a grin, triggering an eruption of flame that knocked, Sora, Donald, and Goofy away, and Hercules off his feet.

"Hey!" Sora shouted.

"Rule #5: It's never too late to enter the games," Hades taunted.

"Hades, you were behind this from the start!" Hercules remarked.

"I had hoped that Cloud would do all that hard work, so that I could have fun tormenting you in the Underworld unopposed," Hades replied, "But that's nothing Plan Beta can't take care of!"

He conjured another ball of flame. "Pack your pita, Herc, 'cause you've just won a free trip to the Underworld-paid for by me!"

He threw the fireball, only for Sora to slice through it.

"Sora, no!" Hercules shouted.

"Come on, Herc," Sora protested, "How can we go one-on-one if you're in the Underworld?"

"Good point, kid.  _I guess you'll just have to go with him!_ " Hades replied with a grin, "Rule #6:  _There are no rules!_ "

 

Sora faced Hades alone.

"Consider this a warm-up!" Hades shouted as he shot a flame at Sora. Sora jumped out of the way of the fire.

"Catch!" Sora shouted as he threw his Keyblade at Hades. Hades recoiled as the Keyblade struck him in the face. Sora summoned the Keyblade back to his hand, then lunged at Hades, delivering an overhead strike with his Keyblade. Which he then followed up with a second strike. Followed by a third and final strike. Hades growled, turned red, and backhanded Sora with a flaming hand. Sora skidded across the ground as Hades charged up a follow-up attack.

"BURN!" Hades shouted as flames poured out from his hand, melting the ground where they touched.

Sora stopped nursing the burn on his cheek long enough to get up and dash away from the stone-melting flames. He pulled out Simba's card, and realized that the portrait wasn't yet fully colored in. He then pocketed it, and pulled out Genie's card.

"Welp, time to see what you can do!" Sora remarked as he held the card to his chest. "C'mon…" He was engulfed in a flash of light, that turned into blue smoke, that swirled above Sora into a blue cloud. The Genie emerged from the top of the cloud, clad in a toga with his beard covering his entire chin.

"What the home?" Hades remarked.

"Get ready for a royal smiting!" The Genie replied as he threw a bolt of lightning at Hades, before vanishing into the cloud. Hades recoiled from the bolt, now blue once more, as the cloud dispersed, dropping a green card. Sora caught the card.

"Donald!" he shouted as he threw the card. Donald materialized in a flash of light.

" _FIRE!_ " Donald launched a ball of flame at Hades while Sora's palm collided with his face. Hades cackled as he absorbed the flames. "Oh."

"Thanks for the boost!" Hades taunted as he blasted Donald with a ball of flame. Donald ran around screaming, every feather on his body aflame, shooting ice around in a desperate attempt to extinguish his flames. Sora once again threw his Keyblade, and a blast of Donald's ice magic struck the Keyblade as it spun through the air, causing it to ice over before it struck Hades. Hades himself recoiled from the cold as his body slowly froze over.

"There's something to look forward to when I remember how to use ice magic," Sora remarked as he resummoned his Keyblade. Hades exploded from the ice and lunged at Sora, who had to raise his Keyblade to block a burning palm-strike from Hades. He winced as his Keyblade began to heat up, slowly turning red.

It was at that moment that one of those stray blasts of ice magic Donald was firing off struck the side of Hades' face. Causing him to lose his grip and turn his attention to Donald, whom had lost most of his feathers.

"Heal," the duck waved his staff, regrowing his feathers, before turning his attention back to Hades.

"That's it!" Hades shouted as he conjured more flames.

" _FREEZE!_ " Donald waved his staff at Hades, extinguishing the fire on his head and icing him over once more. The ice shook, cracked, and melted, steam rising from the Lord of the Dead's icy prison.

" _ENOUGH!_ " Hades shouted as he shattered the ice, releasing a wave of flame that knocked away Sora and Donald, "I have had enough of both of you!"

He conjured up a large ball of flame over his head."Take  _this!_ "

He launched the ball at Sora and Donald, who split up to avoid getting incinerated as it melted the floor.

" _Feel the heat_ ," Hades shot his arms out to the side, releasing streams of flames from them. Sora ducked under the flames on his side, while Donald jumped into the air, his tail-feathers once again on fire. Sora ducked under the stream of flames, avoiding the half of the floor that was melted. However, Hades' assault was interrupted when his head was encased in a block of ice, causing him to fall back into the molten floor, dropping a green card onto the unmolten floor. Sora scooped up the card.

"Goofy!" he shouted as he threw Goofy's card  _away_  from the molten stone. Goofy materialized in a flash of light.

"Huh? Where'd Hades go?" Goofy asked, right as Hades pulled his head out of the molten part of the floor.

"I have had  _enough_  of this!" Hades announced as he turned red, "I don't care if I have you drag you back to the Underworld the long way, this! Ends!  _Now!"_

Goofy replied by launching Hades into the air, then holding his shield over his head. Sora jumped onto the shield, allowing Goofy to propel him into the air. Sora knocked Hades even higher into the air. Goofy then sprang into the air, and knocked Hades into the molten part of the floor.

"Now, Donald!"

"FREEZE!" Donald struck the molten stone with ice magic, cooling it back into its solid state, trapping Hades underground. The whole room shook as Hades tried to scream in rage from within his new prison. Though the floor heated up somewhat, the trio were able to simply walk away as Hades tried to melt the stone around him, only succeeding in sinking deeper, and deeper underground.

 

"What! The games are canceled!" Sora shouted, "How come?"

"Two words!" Phil replied, "Everyone. Is. Pooped!"

"Wait, that was more than two-" Goofy started.

"You gotta be kidding!" Sora protested, "What about my match with Hercules?"

"Trust me, Sora, you don't want me to compete in this condition," Hercules replied, "Let's have a match after I've rested up a bit, sound like a deal?"

"Okay, I'll hold you to that!" Sora replied.

"Then it's settled," Hercules replied.

"Sora, over here!" Jiminy shouted, "He's coming around!" The group walked over to Cloud as Jiminy Cricket jumped up and down to beckon everyone over.

"Are you okay?" Sora asked.

"I'll be fine..." Cloud answered as he pushed himself off the ground, "Sorry for messing up your games."

He turned to walk away.

"Hey! Hope you get your memories back!" Sora called after him, "Forget about what Hades said! Sometimes the tiniest things can help you remember stuff you forgot years ago! If it's an important memory, there's no way it could ever be gone forever!"

He put his hands behind his head, grinning. "That's what I think, anyway."

Cloud took out a blue card, and tossed it over to Sora.

"That's for helping me out," he explained as Sora caught the card, which depicted Cloud.

"Sure you don't just want to come with us instead?" Sora asked.

"...Thanks, but I think I'll pass," Cloud chuckled as he spread his wing. He then flew away, leaving the coliseum behind.

* * *

"I hope the King is gonna be okay," Donald remarked as the trio left the memory world behind them and walked for the stairs.

"Why bring that up?" Sora asked.

"I had to be sure that I hadn't forgotten him," Donald answered.

"How'd that go for ya?" Goofy asked.

"Good!" Donald answered, "I remembered that we're on a quest to find the King!"

"I remember that too," Goofy replied as he thought back to the Door to Darkness, "The King helped save everybody by locking the Door to Darkness from the other side, I think…"

"You got it, Goofy!" Donald replied.

"And me, I'm looking for Riku," Sora cut in, "He was with the King when the Door closed." He put his hands behind his head. "I guess there's no way we'll forget our most important memories!"

"That's good, 'cause I don't want to forget," Donald replied.

* * *

Two figures stood in a white room, watching Sora, Donald, and Goofy through a crystal ball on a pedestal. One of the two was Axel, while the other was a blonde woman in a black coat.

"You seem pretty intrigued by this Sora kid," the woman remarked.

"Are you telling me you're not, Larxene?" Axel asked.

"Haven't decided yet," Larxene answered with a giggle as the projection in the crystal ball faded out, "I think what intrigues me more is what  _you_  see in him."

"Don't forget, he became a Heartless once," Axel replied, "And when a person becomes a Heartless-"

"They lose themselves completely," Larxene interrupted, "Their body is cast aside, their memories and emotions fade, and all that's left is a blob of darkness that seeks out more hearts to consume."

She glared at Axel. "Don't assume  _I_  of all people wouldn't know that!"

"Right, but not Sora," Axel explained as he changed the subject, "He managed to hold onto his memories  _and_  feelings when he became a Heartless. And I only know of one other person who's managed to do that."

"Right…  _Him_ ," Larxene growled, "Still, I think I can see why Sora interests you. The strength of heart that allowed him to steal a Keyblade from its intended Wielder. Which means that either Riku was the worst Wielder who ever lived, or there's more to Sora's heart than meets the eye."

"To understand the secrets of the heart," Axel replied, "Isn't that the reason this Organization exists?"

Larxene simply giggled and reactivated the Crystal Ball.

**Notes for the Chapter:**

> I removed the scene where Hades and Cloud discuss their deal because Sora was not there to witness it and since the world is just a simulation of his memories it doesn't make sense for a scene to play that he is not present to witness. To make up for this (and so Hades doesn't appear out of nowhere), I had Cloud mention him later. I also wanted to figure out how Sora and co would defeat an immortal enemy, and figured that having them outwit Hades would make the most sense.  
> Finally, I'm not sure what I'd call that combo attack that Donald and Goofy performed on Cloud, but I can tell you the Card Combination that I imagine it would have: Either Donald+Goofy or Goofy+Donald.  
> See ya next time!


	5. Chapter 4: To Our Surprise

**Notes for the Chapter:**

> Thanks to "thetwilightroadtonightfall" for beta-reading, and for naming Donald's and Goofy's combo-attack from the last chapter (now dubbed "Thunder Smash"). Now, onto the next chapter!

_As we ascended higher and higher in Castle Oblivion, we discovered something terrifying._

_The higher we went, the more memories we seemed to lose!_

_However, we quickly realized that there was no way we could ever forget those dear to us._

_Nor could we risk leaving Riku and the King here._

_So we kept climbing, higher and higher..._

* * *

"Hey, I wonder if there's anything we've forgotten," Donald mused as the trio ascended to the next floor.

"Hmm… If we did, what would it have been?" Goofy asked, "I can't think of anything, so maybe I really am losing our memories."

Donald sighed.

"But whatever they were, they couldn't have been very important memories, right?" Goofy asked.

"Right, or else I don't think you would have forgotten it," Sora replied, as he took something out of his pocket, "Look."

It was a star, made of seashells, with a little face drawn on it. A string was attached to the "head" of the star, as the charm was meant to be worn or hung.

"What is it?" Donald asked.

"A good luck charm Kairi gave me," Sora answered, "It's special to her, so I promised that I would return it."

He held the charm to his chest. "I'll never forget making that promise. It's why, I could never forget Kairi."

_Am I right, Kairi?_  Sora thought back to Kairi's smiling face as the whole world seemed to vanish. He had been forced to leave her behind when the worlds returned from darkness, but he had promised that he would get back to her. But first, he needed to save Riku.

However, while he was thinking back to his red-headed friend from home, he vaguely recalled someone else. A white dress, blonde hair. Someone timid.

 

_Remember_.

 

"Huh?" Sora was pulled out of his reminiscing. "Do I know that girl?"

"Sora?" Donald questioned.

"Sorry. Never mind."

"We better keep goin'," Goofy said as he pointed at the door ahead.

Sora walked up to the door, dismissing his own concerns as he held one of the World Cards up to it. In a flash of light, the World Card vanished, and the door opened.

* * *

The room on the other side resembled a forest, with trees and rather large flowers crowding the room. There were ponds, lily pads, and mushrooms, with a few doors seemingly built into some of the plants. Sora, Donald, and Goofy were walking through this forest when Goofy noticed something out of the corner of his eye.

"Hey, somebody's comin'," he commented.

Right as he said that, a white rabbit ran right past the trio, and stopped to catch his breath. He looked down at his large pocket watch.

"I'm late! I'm late! I'm dreadfully, awfully late! The queen will roast me for dinner!" the white rabbit shouted as he started biting his nails, "If I'm late to the trial, it'll be off with  _my_  head next!"

"What do you mean, 'off with your head'?" Sora asked.

"Oh my fur and whiskers, I'll never make it!" the rabbit shouted as he dashed away, ignoring Sora's question.

"Off with his  _head_?" Sora questioned as Goofy walked up to him and Donald.

"For such a peaceful looking place, it sure sounds dangerous!" Donald replied.

"If we wanna find out what's going on, we'd better follow that rabbit," Goofy replied.

The trio ran off after the white rabbit.

* * *

**~Wonderland~**

* * *

They followed the white rabbit all the way to a room that resembled a garden, though red and black card soldiers stood guard around the perimeter. A woman in red stood on a podium overlooking the garden, and a girl in blue stood on a stand opposite to her.

"Gawrsh, it looks like some sorta get-together," Goofy commented, "What's the occasion?"

"This must be the trial that white rabbit was talking about," Donald replied.

Right on cue, the rabbit played his trumpet.

"Court is now in session!" he announced, "Alice, do you understand the charges against you?"

"Of course not, I've done nothing wrong!" the girl in blue protested.

"Feigning ignorance, dear?" the woman in red asked, "You are charged with aiding the Heartless that threaten my kingdom!"

"Fiddlesticks! Where's the evidence?" Alice objected.

"The evidence is…" the woman trailed off, "I forgot. That's the evidence! Because you, Alice, are the one who stole my memory!"

"Her Majesty the Queen of Hearts needs to remember how to defeat the Heartless," the white rabbit explained, "This is a serious crime!"

"Don't blame me just because you can't remember things," Alice protested, "Everyone forgets things every now and then!"

" _SILENCE!_ " the Queen of Hearts shouted, "My memory is perfect! I would never forget a thing!"

She pointed her sceptre at Alice. "And to think, I might have let you go had you apologized straightaway. What a brazen thief!"

"Who's the brazen one?" Sora shouted as he ran up to the stand.

"Uh… Sora?" Goofy cut in.

"The court has reached a verdict," the Queen of Hearts announced, " _OFF WITH HER HEAD!_ "

"Hold it!" Sora protested, "This trial is a farce! You should investigate before you arrest innocent people!"

"What is the meaning of this? How  _dare_  you claim that Alice isn't the one who stole my memory!" the Queen of Hearts shouted, "I suppose that means you know who the 'real' culprit is then?"

"Oh! Uh…" Sora paused.  _Crud, I didn't think this through!_

"Speak, or it's off with  _all_ of your heads!" the Queen of Hearts ordered.

"Erm… It was me!" Sora shouted, "I'm the thief!"

"Really?" Goofy asked as the cards, rabbit, and Queen all entered into a frenzy.

"No, I panicked," Sora replied in a whisper.

"When will you learn to think these things through?" Donald asked.

" _SILENCE!_ " the Queen of Hearts shouted, "Guards seize them!  _OFF WITH THEIR HEADS!_ "

Alice took off running as the stand sank into the ground. The Queen of Hearts' podium grew even taller, and the White Rabbit scurried away as his own platform sank into the ground. The Card Soldiers surrounded Sora as Donald and Goofy vanished.

"Here we go again," Sora muttered, before holding Cloud's Summon Card to his chest, "Might as well try this out!"

The cards surged forwards as darkness surrounded Sora. Cloud burst out of the shadows, wing-spread, and slashed his sword at the cards, sending several flying. He flew across the room, delivering a second strike to one of the cards that had landed there, then flew to the opposite end of the room to strike a card that was chasing Sora. He then flew back into the crowd of cards, knocking several away, then dove down to strike one more, before finally landing. Cloud vanished into the shadows as the cards tried to dogpile him.

"Get him, you fools!" the Queen of Hearts shouted, "Or it'll be off with all of your heads as well!"

The cards jumped to their feet, one by one, and collectively charged Sora, who held his Keyblade in the air.

"FORCE!" he brought his Keyblade down, directing the blob of pure gravity to land directly on the charging horde of cards.

The card soldiers went flat against the ground, and were then trampled by the card soldiers who charged in after them. Sora then held another blue card to his chest, and Simba materialized between him and the cards. Simba's roar scattered the card soldiers, and caused one of them to drop a green card. Sora dashed forward to grab the card, and the cards that had recovered quickly surrounded him, weapons at the ready.

"Seize him!" the Queen of Hearts ordered.

"Goofy!" Sora called as he threw the card out of the circle, then ducked under a swipe from one of the soldiers' halberds, before jumping to avoid getting skewered "Here I come, Sora!" Goofy shouted.

One by one, the card soldiers were sent stumbling away as Goofy spun into them. Goofy finally came to a stop next to Sora as another card soldier got up.

"Did I miss anything?" Goofy asked as a few of the Card Soldiers got back up and ran at the duo.

"Nothing important!" Sora replied as he pointed his Keyblade at the card soldiers. All of them tripped up as a bubble of gravity formed around them.

"Take this!" the brunet shouted as he jumped into the air, and dove straight into the cluster of cards. The gravity bubble burst from the impact, sending all the cards flying. One of those cards landed near Goofy, and stumbled to his feet.

"Why, hello there!" Goofy said.

The card soldier jabbed at the dog with his spear, only for Goofy to knock him into the air.

He held his shield over his head. "Sora!"

Sora ran over to Goofy, and was swiftly propelled into the air, where he knocked the card soldier even higher. Goofy jumped up after the card soldier, and knocked him into the crowd of card soldiers whom had gotten back up. The collision kicked up a cloud of dust as the card soldiers were scattered again. A green card flew from the dust cloud. Sora caught the card, and grinned.

"Donald!" he called out as he threw the card.

Donald materialized in a flash of light as the Card Soldiers once again hopped back to their feet.

"Well, cards are made of paper," he remarked as he waved his staff, trailing embers, "FIRE!"

He launched a ball of fire, that set one card ablaze. That one card started screaming as he ran around, setting a few of the other cards on fire.

"That might actually be a good idea," Sora remarked as the tip of his Keyblade lit up, "Take this!"

He threw his burning Keyblade into the crowd. By this point, the card soldiers had devolved into chaos. Only five had avoided being set on fire, and they charged straight at Sora, Donald, and Goofy. Sora held his third and final Summon Card to his chest, and the Genie materialized in a crossing-guard uniform.

"Stop! In the name of the law!" the Genie shouted as he held out a stop sign.

"Silence! I am the law around here!" the Queen of Hearts shouted as the card soldiers all frozen in place.

"But even you are subject to the laws of time!" the Genie pointed out as he held out a stopwatch, "Toodloo!"

He vanished in a puff of blue smoke as Goofy dropped into Sora's and Donald's arms. The trio charged at the card soldiers, bouncing between them. No matter how much force they applied, the card soldiers simply would not topple. At least until the spell the Genie had placed on them wore off, at which point all of the card soldiers were sent flying as all of the collisions from when they were frozen struck them at once. They were all sent flying in different directions, sometimes changing direction in midair due to the force of the impacts, before finally falling to the ground unconscious. One of them dropped a blue card, depicting the face of a clock. Sora grabbed the card, and it vanished in a flash of light.

"So that's how time magic works," he muttered.

"Wait a second!" Donald shouted, "Where's Alice?"

"She must've gotten away while we were fighting," Sora commented.

"She might have gotten away, but you won't!" the Queen of Hearts shouted as more card soldiers poured into the room.

"Uh-oh, we've been trumped!" Goofy shouted.

"C'mon, let's get out of here!" Sora replied as the trio ran out of the room, card soldiers in hot pursuit.

* * *

Hours later, the trio stumbled into a room that resembled the forest, perhaps the same one from before.

"Did we lose them?" Donald asked as the trio paused to catch their breath.

"I think so," Goofy answered.

"If I never have to fight an army of cards again, it'll be too soon..." Sora remarked as he leaned against a wall to catch his breath.

"It's your own darn fault for lyin'," Jiminy replied.

"Jiminy," Sora started, "Shut up."

"So, wait, are you saying that you aren't the thief?" a voice cut in.

The trio jumped and summoned their weapons, only to realize that the speaker was Alice.

"Oh thank goodness you're not a card," Donald said as he let out a sigh of relief.

"No, I just panicked," Sora replied, "I had to stop the Queen from beheading you somehow!"

"Of course, there had to be a better solution than-"

"Jiminy," Sora interrupted, "I'm not in the mood for a lecture."

Jiminy sighed in resignation and hopped back into Sora's hood.

"So what are we gonna do about the Queen?" Goofy asked.

"She's not going to forget until she remembers," a new voice cut in.

"Oh, who is it  _now_?" Donald grumbled. A smile faded into view, followed by the rest of the head, and the headless body of a cat materialized, balancing on top of it.

"Uh…"

"The Cheshire Cat!" Alice remarked as the trio was left speechless.

"Okay…" Sora remarked as the cat put his head back on, "But what do you mean?"

"She forgot the crime, so she remembered a different one," the Cheshire Cat explained, "She tried so hard to remember, that she remembered something else entirely."

"Hmm…"

"Alice?" Sora questioned.

"I think I have an idea," Alice replied.

"Do you, now?" the Cheshire Cat questioned, "Perhaps I've said too much. Or maybe it's too little."

"Huh?"

The Cheshire Cat simply chuckled and faded away, smile last.

"It would probably be best if we stuck together," Goofy suggested, "That way, we can protect you with the Queen of Hearts is still after you."

"Yes, that would definitely be for the best," Alice replied.

"Well, what are we waiting for? Let's go!" Donald replied.

The trio, plus Alice, took off.

* * *

The quartet marched into a large room, dwarfed by a gigantic chair at an oversized table, a stove far too large for any of them to use, and a door that was at taller than any building Sora could remember seeing, except maybe for Castle Oblivion itself.

"How long do you think it'll be until the Queen forgets about us?" Donald asked.

"Never!" a new voice answered.

Sora, Donald, and Goofy turned to face the Queen of Hearts, and her army of card soldiers.

"Did you forget about me? Ha! Now, I shall finally bring you to justice!"

Sora summoned his Keyblade as he, Donald, and Goofy stood between the Queen and Alice.

"Now that I have you, I hereby sentence you to-" the Queen paused, "To… What was I doing here? Who are you people?"

"She lost her memory again?" Donald remarked.

"It sure looks that way," Goofy answered.

"But why would she forget what she was doing while she was doing it?" Sora asked.

He was answered as a large, black and red Heartless dropped from the ceiling. It had a segmented head, scissor-jack legs, and paper arms. In its hands, it held two batons.

"Alice, you might want to hide," Sora remarked as the Heartless, the Trickmaster, rose to its full height. The card soldiers moved to protect their queen, and Donald and Goofy vanished as Sora dashed for the table.

Sora hopped onto the chair, then jumped onto the table, now eye-level with the Trickmaster's lowest head. Unfortunately, the Trickmaster seemed to be far more interested in Alice.

"Take this!" he shouted as he threw his Keyblade at the Heartless' segmented head. The Keyblade bounced off the Trickmaster, which turned to face Sora. The Trickmaster marched on towards the table, and swiped at Sora with one of its batons. Sora jumped then ducked as it tried to strike him with its second baton. He once again threw his Keyblade at one of the Trickmaster's faces as it tried to swat Sora with one of its batons. Sora scowled.

"FIRE!"

The Trickmaster blocked the shot with its batons, which then burst into flames.

"Crud," Sora remarked.

The Trickmaster raised its batons over its head, and brought both of them down. Sora jumped out of the way, but fell to the floor as the Trickmaster destroyed the table. Sora then took off running, the giant Heartless in pursuit. The Trickmaster whirled its batons, sending fireballs after Sora. Sora jumped, rolled, and slid to avoid the blasts, only to eventually get sent flying by one anyway.

"Okay, let's see which of my Summons are available," Sora muttered as he pulled out all three of his Summon Cards. All three had recharged, but he decided to go for the most powerful of the three.

"C'mon, Genie," Sora remarked as he held the card to his chest, the Trickmaster getting ever closer. It raised its arms into the air and brought them down, only to collide with the large blue Genie.

"Hope you don't mind if I weigh in!" the Genie said as he snapped his fingers.

Two chains materialized on the Heartless wrists, connected to weights that were hovering above it in the air. The weights dropped to the ground in a second, crashed through the floor, and forced the Heartless to the ground. The weights, and the Genie, vanished in a puff of blue smoke as the Trickmaster remained close to the ground, dazed. Additionally, its torso was now in range of Sora's attacks. Sora grinned, and jumped up to strike the Heartless' chest with his Keyblade. He continued to slash at the Heartless with his Keyblade until it rose to its feet and marched off, leaving behind a green card.

"Please be Donald, please be Donald, please be Donald," Sora chanted as he picked up the card, "Darn it, Goofy!"

He threw the card, and Goofy materialized in a flash of light. The Trickmaster then fired off three fireballs from across the room, all three aimed at Sora. Sora jumped to avoid the first one, rolled to avoid the second, while Goofy blocked the third.

"Not sure how much help I'm gonna be here!" Goofy remarked.

"Just watch my back while I try to get Donald," Sora remarked as he held Cloud's card to his chest, "We need to put out its fire if we're gonna accomplish anything."

Cloud materialized from Darkness and flew at the Trickmaster. He slashed at it as he flew past, then delivered a follow-up strike to its back, followed by a slice across the back of its head, and a jab at one of its faces. He then dove down and slashed across its entire body.

The Trickmaster swiped at Cloud, but when he vanished, turned its attention back to Sora, and launched a fireball at him. Goofy once again leapt in front of Sora to block the shot.

"Sora! Got any ideas?" the dog asked as the Heartless marched towards them.

"I think?" Sora answered with a shrug as it stopped, and raised its two batons over its head.

"Look out!" Goofy shouted as he pushed Sora aside, before raising his shield over his head. The Trickmaster brought down both batons, releasing a burst of flame, and then marched away.

Sora groaned as he pushed himself off the ground, but regained his composure as he noticed that someone was missing."Goofy!"

Goofy replied by popping up out from the spot where he had just been flattened."Nighty night..."

He then dropped to the ground, unconscious.

"Great…" Sora grumbled, before he was struck in the back by a fireball.

The Trickmaster charged up a follow-up blast.

"FORCE!"

The sphere of Gravity Sora formed above the Trickmaster caused it to drop to the ground, once again dazed. Sora dashed across the room, and jumped at the temporarily downed Heartless. He threw his Keyblade at the scratches Cloud had left on the Heartless' torso, summoned it back to his hands, then struck it once more. However, the Heartless wasn't down for long, and it soon shook off its daze and marched away, leaving behind a green card.

"Finally!" Sora shouted as he dashed to the card, "Donald!"

He threw the card into the air, and Donald materialized in a flash of light.

"Okay! Huh?" Donald looked around, and noticed that Sora was covered in burns, while Goofy was unconscious. "Heal!"

Sora's injuries were healed, and soon Goofy was restored as well.

"Alright, so if this big palooka likes setting people on fire, then I'll give it a taste of its own-"

"No! That'll just make it stronger!" Sora shouted, before noticing that the Heartless was already reving to launch more fireballs, "I'll force it down, you put out its flames. FORCE!"

The Trickmaster was forced to the ground.

"Donald!"

"Okay! FREEZE!" Donald blasted chunks of ice at the Trickmaster, extinguishing the flames on its baton, and causing it to become encased in ice. The Heartless forced itself to its feet and took a step towards Sora, only to pause as its torso was encased in a gravity bubble.

Sora hopped into the air and "fell" in the direction of the gravity bubble, Keyblade first. He pierced both the gravity bubble and the Trickmaster, and landed behind the giant Heartless. A heart flew out of the hole in the Heartless' torso, and the Trickmaster's lifeless form faded into the light.

"What's going on, who are you people?" the Queen of Hearts asked.

"You mean you really don't remember a thing?" Sora asked.

"If you want to keep your head, you'll watch your tone!" the Queen of Hearts warned, "In fact - guards! Off with his-"

"Erm, excuse me your grace, but I can explain everything!" Alice claimed.

"Oh?" the Queen of Hearts paused.

"You see, that monster was stealing people's memories, and was targeting those who work close to your castle," Alice explained, "So, in your infinite wisdom, you decided to send for four champions from a distant land to dispose of the creature for you! And  _we_  happen to be those four!"

"Really?" the Queen of Hearts asked.

"Uh-huh."

"Yup!"

"Now hold on a mo-" Sora hastily cupped a hand over Jiminy Cricket and nodded.

"Hmmph, now that you mention it, that does seem vaguely familiar," the Queen of Hearts remarked, "Very well, you have done your job well, as I can plainly see! Guards!"

The Card Soldiers all stood at attention.

"Return to the castle!"

As soon as the Queen of Hearts and her minions had left the room, everyone let a sigh of relief, and Sora released Jiminy.

"That was some real quick thinkin' there, Alice!" Goofy praised.

"Thank you," Alice replied, "I got the idea from what the Cheshire Cat was saying. The Queen of Hearts was too prideful to admit that she had forgotten, so she simply remembered something that never happened to save face!"

"Now, hold on a moment!" Jiminy protested, "What kinda solution was that? Think of the message that could send! Are you trying to make a liar out of her?"

"Jiminy, it was a life or death situation," Sora replied, "I think Alice will be fine."

"B-But-"

"C'mon, Jiminy, would you rather Alice lost her head?" Donald asked.

"Oh, I just can't win here," Jiminy lamented as the others started laughing.

* * *

Sora was lost in thought as the trio walked out of the memory world.

"Who was I thinking of earlier?" Sora wondered as he crossed his arms, "That wasn't Kairi… But another girl? Maybe…" He shook his head. "I think her name was-"

"Sora!" Donald shouted, snapping Sora out of his pondering, "Let's go! You want to find Riku and the King, don't you?"

"Oh, sure!" Sora replied, before falling right back into his thoughts, "It was right on the tip of my tongue…"

* * *

The girl from Sora's memory put the finishing touches on her drawing, and set it down on her lap.

The drawing depicted Sora, Kairi, herself, and Riku, all holding hands and smiling.

_Soon_ , she thought,  _I just have to hold out a little longer_...

**Notes for the Chapter:**

> The journal entry at the start of the chapter just came to me while I was working on the last chapter and I HAD to write it out when I got to this point.  
> Anyway, you might notice that I stopped quoting COM word-for-word when I reached the halfway point of the Memory World, and that's because I FINALLY remembered the story events clearly enough that I could take creative liberties with the Memory Worlds. All you need to know is, the better I can remember something, the more comfortable I will feel about tweaking the script. It's still going to be the same sequence of events, more or less, but now it's going to be less "direct quote" and more "paraphrase".  
> Finally, Sora's special attack with the gravity bubble is called "Orbit Dive" and is something I invented for this story! In COM, I imagine its card combination would be "Gravity+Attack+Attack".  
> Aside from that, I hope to see you all again next time!


	6. Chapter 5: Monstrous Monstro

**Notes for the Chapter:**

> So... Sorry this one took so long. I wanted to make sure this chapter was beta read before I posted to this website, and me and thetwilightroadtonightfall had some slight schedule dissonance. Still, I would like to thank her for Beta Reading to ensure that this chapter was as good as it could be..

Sora followed Donald and Goofy up the stairs and to the next floor, deep in thought.

_C’mon, I know I remember her from somewhere_ , he thought, _But where? Unless, wait… That’s it!_

“I remember!” Sora shouted suddenly, images and words flooding his mind, “There was another girl!”

“A girl? Where?” Goofy asked.

“Not here, back on my island!” Sora explained, “Aside from Kairi, there was one other girl Riku and I were friends with. The four of us used to play together all the time!”

“Sora, seems to me that it’s the first time you’ve mentioned her,” Jiminy remarked as he hopped onto Sora’s shoulder.

“Yeah, I guess I forgot all about her…” Sora replied, regret clear in his voice, “I think… She just suddenly went away one day, when I was still little.”

“What do you think made you remember her now?” Donald asked.

“I’m not sure,” Sora answered, “But it’s been coming back in pieces as we go through the castle.”

“Gawrsh, do you remember her name?” Goofy asked.

Sora crossed his arms, sifting through the foggy memories, searching for a name to attach to the face.

“I don’t remember,” he admitted, “I feel kinda dumb… We said we were gonna forget our friends, and well now I can’t even remember her _name_!”

“Sora…” Donald started.

“Aww, you shouldn’t be worryin’ none!” Goofy replied, “If it’s comin’ back to you in pieces, you’re sure to remember her name eventually! Just like everything else!”

Sora replied with a grin.

 

With renewed determination, Sora marched up to the door, and held up one of the two remaining World Cards. In a flash of light, the card vanished, and the door to the next world opened.

* * *

The walls of the next room looked fleshy and slimy, with Sora recalling his hand sinking into something soft and wet when he touched the walls, his memories telling him that the floor should be pulsating under his feet. While the room was just as cold and stagnant as any other room in Castle Oblivion, Sora could also recall warm, humid air that smelled of rotten fish.

“What’s with this place?” Sora asked, “It all looks so… _Alive!_ And not in a good way.”

“There’s something fishy goin’ on here,” Goofy remarked.

“Now’s not the time for jokes, Goofy!” Donald snapped.

“You’re inside the whale, Monstro!” a young voice explained.

“Hang on a second, I know that voice,” Jiminy remarked as he hopped onto Sora’s shoulder, “Pinocchio, is that you?”

“Jiminy?” a small, wooden puppet replied as he stepped into view, “Where’ve you been?”

“I could ask you the same thing!” Jiminy replied, “How did you get away when the Heartless attacked?”

“Uh…” Sora glanced between the cricket on his shoulder and the puppet in the middle of the room.

“Oh, I kinda got flung into space,” Pinocchio replied, scratching the back of his head.

“And have you been behaving yourself?” Jiminy asked.

“Of course!” Pinocchio replied with a nod. His nose then grew an inch.

“Pinocchio!” Jiminy scolded, “What have I told you about lyin’?”

“Hold on, how do you know Pinocchio’s lying?” Sora asked.

“Why that’s easy, Pinoke’s nose only grows like that when he’s being dishonest!” Jiminy answered, “It’s part of the enchantment that brought him to life!”

“Uh, fellahs,” Goofy cut in, “Pinocchio just ran off.”

“What?!” Jiminy shouted as he looked over the empty room, “Oh, that’s no good, he clearly needs his conscience to keep him on the straight and narrow!”

“Uh…”

“Oh right! The fairy who brought him to life tasked me with being his conscience,” Jiminy Cricket explained, “Gotta make sure he behaves himself now!”

“Well, he couldn’t have gotten far!” Sora said, “Let’s go!”

* * *

 

**~Monstro~**

* * *

Sora, Donald, and Goofy walked into a room that resembled the inside of an animal’s mouth. It was mostly flooded, with a shipwreck partially submerged in the water.

“How did we lose him?” Donald asked.

“Well, whales are pretty big,” Goofy remarked.

“That doesn’t explain it at all!” Donald protested.

“Oh my! Did the whale swallow you as well?” An older man asked from the shipwreck.

“Gepetto! Is that you?” Jiminy shouted from his spot on Sora’s shoulder.

“Jiminy?!” the old man, Gepetto, shouted, “Oh Pinocchio will be happy to see you! Come on up here! We need to catch up!”

 

“So, you already ran into Pinocchio?” Gepetto asked. He, Sora, Donald, and Goofy were all seated at a table on the shipwreck.

“Yeah, but he ran off shortly after we bumped into him,” Jiminy explained, “How did you two wind up in here anyway?”

“Well, when Pinocchio went to school and never came home, I decided to go out to try and find him,” Gepetto answered, “Eventually, my search brought me out to sea, where I had the unfortunate luck of running into Monstro.”

“Oh,” Sora remarked.

“On the bright side, shortly after that, Pinocchio and I were reunited!” Gepetto replied, “Even if it wasn’t the reunion I was hoping for, at least the family is back together again.”

He sighed. “Now if only Pinocchio would stop wandering off. The inside of a whale is a dangerous place, even for an adult like myself, but Pinocchio keeps leaving the safety of this shipwreck to explore the rest of Monstro. I keep telling him not to run off, but he just won’t listen.”

“What if we tracked him down for you?” Sora offered.

“But, you’re just a boy yourself!” Gepetto protested.

Sora responded by summoning his Keyblade. “Don’t worry, I can take care of myself.”

“And when he can’t, we’re there to bail ‘im out!” Goofy added.

“ _Hey!_ ”

“C’mon, Sora, you know you need us!”

“ _Donald!_ ”

“Don’t worry, Gepetto. You can trust Donald and Goofy to help Sora find your son!” Jiminy replied, “They’re the whole reason I was able to find you and Pinoke again!”

“Oh… Alright,” Gepetto replied, “It’s not like I’m in any shape to chase after him myself. But promise me you’ll be careful.”  
“Don’t worry about it!” Sora said with a grin, his hands behind his head, “We’ll find your son in no time!”

* * *

Several hours later, Sora, Donald, Goofy, and Jiminy had navigated the twisting and turning insides of Monstro to a lopsided chamber, with Pinocchio standing on an island in the middle of a pool of acid, four platforms floating around the little island.

“Pinocchio!” Jiminy shouted as the trio hopped first onto one of the platforms and then onto the island.

“Jiminy?” Pinocchio asked, turning to face the trio, “What are you doing here?”

“Looking for you!” Sora answered, “What are you even doing in here?”

“Looking for treasure!” Pinocchio claimed, only for his nose to grow another inch.

“Wak!”

“He’s fibbin’ again!” Goofy commented.

“Now listen here, Pinocchio, now’s not the time for games!” Jiminy scolded, “Your father’s really worried about you back at the shipwreck! Do you want to worry him to an early grave, Pinoke?”

“He… He is?” Pinocchio replied, “But… The whole reason I lied is because I didn’t want him to worry…”

“Huh?”

“What’re you talking about, Pinoke?” Jiminy asked.

Pinocchio sighed. “I’ve been looking for a way out… Father seemed overjoyed to find me, and he seemed to be happy to live on the boat that Monstro can’t swallow, but we can’t live here forever! But I didn’t want father to worry about me either.”

“Have you tried talkin’ to ‘im about how ya feel?” Goofy asked.

“Huh?” Pinocchio tilted his head to the side.

“He’s your dad, and if he loves ya enough to risk his life for ya, then he’ll probably love ya enough to listen to ya too,” Goofy explained, “I understand that opening up about your feelin’s can be scary, but trust me, you’ll feel better when ya do!”

“Well…” Pinocchio looked up at Goofy, “Okay, I’ll tell him!”

“Then why don’t we head back?” Jiminy suggested, “I’m sure your father would be happy to see you.”

“Okay,” Pinocchio agreed, and the quintet turned to head back the way they came. However, they were interrupted when the room began to rumble, causing the acid to splash against the central island and the platforms to rock in the pool.

“What’s going on?” Donald asked. He was soon answered when a giant, fleshy Heartless swung down from the ceiling, knocking Sora, Donald, and Goofy off the island, and capturing Pinocchio in its jaws.

“Help!” Pinocchio cried out from within the Heartless, the Parasite Cage, as a sphere of darkness formed around him.

“Pinocchio!” Jiminy shouted.

“Don’t worry, we’ll save him!” Sora promised as Donald and Goofy vanished.

 

The Parasite Cage lashed out with one of its tentacles, striking the platform Sora was standing on, causing it to tip forward. Sora jumped to the right to land on a different platform, splashing acid into the air. He winced as some of it landed on his arm. He didn’t have much time to collect himself, however, as he was forced to jump over the sweep of the Heartless’ other tentacle.

“Okay, I clearly need a distraction,” he commented as he held a card to his chest.

Cloud materialized out of the darkness, and flew at the Parasite Cage’s head. The Parasite Cage recoiled back, exposing the sphere inside its mouth. Sora jumped onto the central platform as Cloud continued to hack and slash at the Parasite Cage’s face, and struck the sphere, once, twice, three times in quick succession. He heard Cloud vanish as the mouth began to close, and hastily ignited the tip of his Keyblade.

“FIRE!” Sora blasted the sphere of darkness, causing a piece of it to break off and turn into a green card as the Heartless grabbed onto the ceiling with the mouths at the tips of its tentacles. Sora grabbed the card as the Heartless lifted itself off the floor.

“Donald!” he shouted as he threw the card at one of the floating platforms. The Parasite Cage swung forward, knocking Sora off the platform, and sending him flying towards the wall. He was winded when he bounced off the wall, feeling something break inside him, and then began to drop to the acid.

“HEAL!” a green light washed over Sora’s body, and he was snapped out of his daze. Hastily, he pointed his Keyblade at the Parasite Cage’s head.

“FORCE!” Sora shouted, allowing himself to be pulled towards the gravity bubble that had formed around it. He pierced the bubble, and pushed the Heartless’ head back, forcefully opening the gaping jaws on its belly, exposing the sphere of darkness within it.

“Now, Donald!”

Donald stood on his platform as it floated to the front of the Heartless. “FREEZE!”

He blasted chunks of ice magic into the Heartless’ maw, icing over the sphere of darkness in its belly.

“FIRE!” The flames broke off the frozen layers of the sphere, causing cracks to form on its surface. It was at this point that the Parasite Cage snapped back to an upright position, sending Sora flying into the ceiling. The Keyblade Wielder dropped to a platform, causing acid to splash onto its surface, and felt something light drop onto his head. He pushed himself to his feet as Jiminy picked up the item.

“Sora!” Jiminy shouted as he hopped onto Sora’s shoulder, “I think you could use this!” Sora held out his hand, and Jiminy hopped down into it, holding Goofy’s summon card. “Here!”

Sora took the card into his other hand as Jiminy hopped back to Sora’s shoulder.

“Goofy!” he called, throwing the card to another platform.

Goofy materialized in a flash of light above the platform, which floated out from underneath him. He then proceeded to land in the acid with a splash, before jumping out with an impressively loud “YAAAA-HA-HA-HA-HOOEY!!!” echoing through the small room.

“HEAL!” Donald conjured flowers over Goofy’s head that showered him with healing magic.

“Thanks, Donald!” Goofy replied, “So, how are we gonna get Pinocchio outta there?”

“We just need to hit the ball of darkness inside the Heartless’ mouth!” Sora replied as the Parasite Cage dipped its tentacles into the stomach acid, “We need to get it to open its mouth and bust Pinocchio out of there!”

“Well, then what are we waiting for?” Goofy asked as he hopped over to Sora’s platform, and the Parasite Cage pointed its tentacles into its mouth, “I’ll go and hit ‘im in the head, and-” They were cut off from a hissing sound as the Heartless sprayed the acid its tentacles had just absorbed into its mouth, then, lurched back, and coughed up a cloud of toxic gas. Goofy threw Sora into the air, pinched his nose, and closed his eyes as the toxic gas floated over him. Sora pointed his Keyblade at the Heartless.

“FORCE!” he was pulled towards its head as Donald healed Goofy and the toxic cloud dispersed. Sora struck the Heartless’ head, stretching it back.

“Now!” Sora shouted. Donald hopped over to the platform in front of the Heartless’ gaping maw.

“FREEZE!” he blasted the sphere with ice magic once more.

“Gang way!” Goofy shouted as he threw his shield onto the frozen sphere of darkness. The ball shattered, releasing Pinocchio, and the Heartless sprung back into an upright position, crashing Sora into Donald and Goofy.

 

“Help me!” Pinocchio shouted, “Please, I’m scared!”

“Don’t worry, we’re gonna get you out of there in a second!” Sora promised, noticing the Parasite Cage’s tentacles dipping into the acid to slurp up some more.

_If it uses that attack now…_

“Try jumping around in the meantime!” Sora shouted, as he readied a fire spell, “Just hang on a little bit longer!”

“Okay,” Pinocchio said, before he jumped. As it turned out, the inside of the Parasite Cage was very bouncy, as Pinocchio bounced into the roof of the Heartless’ mouth, then bounced between the cheeks, the bottom jaw, the upper jaw, and the back of the mouth. The Heartless lurched and thrashed as the puppet jumped around inside it, spraying the acid it had just been drinking across the room, forcing Sora, Donald, and Goofy to duck to avoid getting a faceful of acid. Finally, the Heartless coughed up Pinocchio, before falling back into the acid with a _splash!_

A heart floated away from the sizzling and dissolving Heartless.

 

“Pinocchio, are you okay?” Jiminy asked.

“I’m fine,” Pinocchio answered, “And I think I have an idea!”

“What do you mean?” Sora asked.

“Well, if jumping around made that big monster sick, then we should be able to do something similar to Monstro!” Pinocchio explained.

“Well, Monstro’s a bit bigger,” Goofy pointed out.

“Not to mention the acid here in his stomach,” Donald added.

“What if we were to make a ruckus somewhere less dangerous but equally nauseating?” Sora asked.

“That could work!” Jiminy agreed, before turning to face Pinocchio, “This might be dangerous, so I need you to promise me you’ll go back to your father and explain the situation! The last thing we need is for you two to be separated again!”

“Okay, it’s a promise!” Pinocchio replied, “And don’t worry, I’ll tell him how I feel too!” The living puppet ran off.

* * *

The trio eventually stumbled into a round room, with several protrusions from the walls, and a hole in a ceiling. Several barrels were seated on the protrusions, and Sora remembered the feeling of Monstro’s breath.

“Well, this seems to be as good a place as any,” Sora remarked.

“Now we just need something to fight,” Donald pointed out. A dozen Shadows emerged from the darkness.

“Will those do?” Goofy asked as he readied his shield.

 

Sora summoned his Keyblade as Donald and Goofy vanished.

“Alright, I’m gonna want to make this as chaotic as possible,” Sora remarked as he held a Summon Card to his chest, “This is going to be tricky.”

Simba materialized from the light, and let out a roar that shook the room, sending the Shadows flying, and prompting two of the barrels above to sprout legs, crack open to reveal a glowing eye, and hop down. One of the Barrel Spiders ran straight at Sora, as the Shadows closed in.

“FIRE!” Sora blasted the Barrel Spider with flames. The Barrel Spider exploded the second the spell came in contact with its wooden shell, and sent the several burning Shadows flying across the room, one of which left behind a green card. Sora scooped up the card, then grinned as he noticed the face printed on it.

“Donald!” he called as he threw the green card at a Barrel Spider. The card bounced off the Heartless’ wooden armor, and Donald materialized in a flash of light.

“Oh, so we’re fighting a wooden Heartless now, are we?” Donald remarked as he waved his wand, “Well, at least I know this can’t possibly backfire!”

“Donald! You should get-”

“FIRE!”

_BANG!_

“-back…” Sora winced as Donald ran across the room, set ablaze by the exploding barrel. “This might be harder than I thought.”

Two Search Ghosts and a Large Body bounded into the room. Donald ran right into the belly of the later, and was bounced out, and into Sora, for his troubles.

“Ow…”

“Heal…” Donald cast. Sora and Donald both struggled to their feet, and both of the Search Ghosts vanished.

“Where did they go?” Sora asked, only to be answered when they rematerialized behind him and Donald, struck them with their clawed hands, then vanished back into the darkness.

“Oh, that’s just not fair!” Donald remarked as a Search Ghost materialized behind him once more, and tapped on his shoulder.

“WAK!” he shouted, “That does it! THUNDER!”

The Search Ghosts were struck by Lightning as the Large Body barreled forwards. Sora and Donald barely jumped out of the way in time to avoid getting flattened. The Heartless instead collided with the wall, and one of the two Search Ghosts lashed out at Sora. Sora ducked under its clawed hands, and held a Summon Card to his chest. The genie emerged from a cloud of blue smoke, wearing a green and orange vest, holding a red sign with STOP written on it, and a whistle in his mouth. He blew his whistle, held out the sign, and all the Heartless in the room froze.

“Don’t you have Stop too?” Donald asked as the Genie vanished.

Sora chose not to acknowledge Donald as he blasted both of the Search Ghosts with Fire. Multiple times. He lost count at five. When time unfroze for them (and the Large Body), they burst into flames and released hearts, with the one closer to Sora dropping a green card. Sora grinned as he picked it up.

“Goofy!” he called out as he threw the card, not noticing the Large Body charging towards him. Before it could trample Sora, however, Goofy jumped between the two, and bounced the massive Heartless into the air.

“C’mon, Sora!” he shouted as he held his shield over his head. Sora grinned and hopped onto the shield, allowing Goofy to propel him into the air. He struck the Large Body with his Keyblade, sending it higher into the air, where Goofy sprung into action, striking it with his shield, and propelling it into the ground. The whole room shook, and the barrels on the walls’ protrusions sprouted legs, revealing all of them to be Barrel Spiders.

“Wak!” Donald shouted as they began to drop down, one at a time, “Hurry, Sora! We need to blow them up before they overwhelm us!”

“I dunno, maybe we should let them,” Sora suggested.

“ _Have you lost your mind!?_ ” Donald shrieked as more Barrel Spiders hopped down.

“No, seriously, listen-” Sora said, before kneeling down and whispering into the side of Donald’s head, where he assumed his ear was.

“ _Oh…_ I see,” Donald replied, confirming Sora’s theory, “Goofy! We need to herd all these Heartless into the middle of the room!”

“Uh… Okay?” Goofy replied, “Here goes nuthin’!” He then began to spin around the edges of the room, knocking Barrel Spiders into the center as he went by. The ones Goofy missed ran at Sora, whom dashed out of the center.

“FREEZE!” Donald waved his wand at the Heartless, freezing them to the floor as their fellow Heartless piled on top of them. Within seconds, a pile of a dozen or so Barrel Spiders had formed in the center of the room.

“That should do it,” Sora remarked, right as the Heartless on the bottom of the pile thawed out, “STOP!”

A surge of time magic washed over the Heartless, causing all of them to pause in their movements, with the ones that had fallen off remaining frozen even as they hit the ground.

“Now, Donald!”

“FIRE!” Donald shot several of the frozen ones with fireballs, while Sora set his Keyblade ablaze and threw it into the Heartless, watching it bounce between them.

“Okay, now to make sure this _really_ works!” Sora announced as he summoned his Keyblade back into his hand, “FORCE!”

One of the Barrel Spiders in the center was encased in a bubble of pure gravity, pulling all of the other Barrel Spiders back into a pile. Sora then jumped into the air, and dove into the pile, piercing the gravity bubble, and scattering all of the Barrel Spiders to the edges of the room.

“Donald! Goofy!” Sora shouted, “Get away from the walls!” Sora’s companions rushed over to the center of the room. The second the trio huddled into the center of the room, the Stop wore off with a _BANG!_ The whole room shook as each and every one of the Heartless detonated at once.

 

“Do ya think that did the trick?” Goofy asked as the room kept shaking.

“I think so,” Donald remarked, right as the hole in the ceiling opened. Suddenly, all the smoke in the room was sucked into this hole, shortly followed by three screaming junior heroes and their cricket companion.

* * *

Sora groaned as he opened his eyes.

“Father! They’re coming too!” he heard Pinocchio shout.

The world came into focus, and Sora realized he was in a room filled with clocks, Pinocchio and Gepetto looking over him. Sora forced himself to his feet as Donald and Goofy got up.

“So, our idea worked?” Jiminy remarked as he hopped onto Sora’s shoulder.

“Uhuh,” Pinocchio replied, “Father and I had just finished preparing when Monstro coughed the ship up!”

“I can’t thank you all enough,” Gepetto started, “If not for you, I would probably still be in that whale, and there’s no telling what would’ve happened to Pinocchio!”

“Well, we couldn’t exactly leave you guys there,” Sora replied, “Still we should probably get going soon, we do have places to go.”

“Oh, that’s right!” Jiminy remarked as he hopped onto Pinocchio’s shoulder, “We still have to find Riku and the King!”

“Wait, but you just got here!” Pinocchio protested.

“Now, now, Pinocchio, remember what I said about keeping your promises?” Jiminy asked, “Well, I can’t exactly get on your case if I break my promise to chronicle their adventures?”

“... What does that mean?” Pinocchio asked as he tilted his head to the side.

“He means he’s gotta write about the places we go and the people we meet in that there journal of his,” Goofy explained.

“Oh! Well…” Pinocchio pulled a blue card out of his pocket, “If you really have to go, I want you to take this with you!” He handed the card to Sora.

“Where did you get this?” Sora asked as he turned the card over, revealing that Dumbo was depicted on the face of the card.

“I found it while I was looking for a way out of Monstro!” Pinocchio explained, “I have a feeling you’ll need it more than me.”

“Do take care of Jiminy now!” Gepetto requested, “And good luck finding your friends!”

“Thanks, and you two take care as well!” Sora replied.

* * *

The trio marched out into the cold white hall of Castle Oblivion.

“Is there anything else you remember about the other girl you mentioned?” Donald asked.

“Hmm…” Sora brought a hand to his chin, “Just bits and pieces.”

“Maybe you could try tellin’ us some more stuff about her,” Goofy suggested, “That might jog yer memory!”

“Well… Uh…” Sora thought back to his childhood, and tried to call up the memory.

_Remember…_

 

“She was always quiet… And always drawing,” he started, “When we’d go to the beach, she’d draw pictures instead of swimming. Sometimes she’d draw us too! She was really good. Riku and I would even fight over who’d she draw next!” He chuckled, but his expression darkened as he remembered something else. “But then one day, she was gone. I think the adults knew the reason, maybe they even tried to explain it to me, but… I think I was too young to really understand why…”

He closed his eyes. “I remember… Crying after she was gone.”

After a moment, he opened his eyes again. “But… That’s all. I still don’t remember her name.”

“Oh, I’m sure you’ll remember it in no time!” Donald encouraged.

“I must point out, Sora keeps remembering things _instead_ of forgetting them,” Jiminy started as he jumped onto Sora’s shoulder, “It seems to me that forgetting things may be the only way to reach the memories buried deep within our hearts.”

“So we should forget in order to remember?” Goofy asked.

“It’s like those guys said, ‘Our most precious memories are buried so deep into our hearts, that they’re out of reach,’” Sora answered, “All that stuff about finding being losing, and losing being finding, that must’ve all been about memories!”

“Gawrsh Sora, I think I might be a little jealous of ya,” Goofy replied, “How come me ‘n Donald ‘n Jiminy aren’t remembering more of the stuff from our memories?”

“C’mon, Goofy!” Donald shouted, “We just need to forget things faster!”

* * *

“Just as we intended,” Larxene commented as the image inside the crystal ball faded.

“We’ll continue with our plan,” Axel replied as he opened a Corridor of Darkness, “Let’s see how far this group can go.”

“You had your fun on the first floor,” Larxene objected, “So this time, it’s my turn!”

Axel tossed his cards over to her. She caught the cards and giggled, before walking over to him.

“I’m not going to just give these to the little abomination,” she remarked as she cupped his face.

“Don’t break him,” Axel warned.

“What’s this? Don’t tell me you’re going soft on me now!” Larxene teased.

“It’s not that, it’s just that we’re going to need Sora if we’re going to take over the Organiza-”

Larxene cut him off by putting a finger on his lips.

“Word of advice, from one rebel to another,” she started, a stern look on her face, “Trust no one! Loose lips sink ships after all!”

She let her arm drop to her side with a giggle. “And I’m not an idiot, Axel. I’m not gonna break it!”

Larxene laughed one more time before disappearing into the Corridor of Darkness. The second the Corridor closed, Axel chuckled.

“You should learn to take your own advice, Larxene.”

**Notes for the Chapter:**

> I decided to use pretty much all of the enemies you can find in Monstro in the Belly Brawl precisely to make it more interesting, and the grand finale of the fight was one of the first ideas for the chapter that I thought up. Larxene's characterization draws from some of the details later games revealed about her, and that's all I'm gonna say about that for those of you avoiding spoilers. I also decided to change her reaction to make it clear that she had no clue whether or not Axel was another rebel until this moment, which wasn't exactly clear in the game's dialogue.


	7. Chapter 6: Spooks of Halloween Town

**Notes for the Chapter:**

> Sorry for the delay. Schoolwork and KH3's release really distracted me, and then this chapter turned out to be a chore to write so much so that it took months to write as opposed to the usual "a few days to a few weeks" pace.

Sora, Donald, and Goofy reached the hallway at the top of the stairway.

"Just one card left," Sora remarked as he removed the last of the World Cards Axel had left behind from his pocket.

"Do you remember anything else about that girl?" Donald asked.

"No…" Sora sighed.

"Well, don't worry!" Goofy replied, "With how fast you've been remembering everythin' else, her name is bound to come back to ya soon!"

"You're right!" Sora said with a grin that didn't quite reach his eyes,  _Why is it that her name is so hard to remember?_

"Sora?" Jiminy remarked.

"Nowhere to go but forward!" Sora remarked, realizing that Jiminy was onto him.

Sora walked up to the door, held his final World Card up to it, and crossed the threshold into his memories.

* * *

The ceiling took the form of a dark sky, the floor imitated a craggy road, and the buildings lining the walls were crooked. In the center of the room, there was a fountain that spewed green slime. All of the architecture were various shades of dark gray and black, and two ghosts led Sora, Donald, and Goofy through a creaking gate.

"Gawrsh, this place sure is spooky," Goofy remarked. When he had crossed the threshold into the memory world, his hat had become a metal screw sticking out of the back of his head. His nose had become a metal spike with a little jack-o-lantern on the point, his hair was matted, his toes stuck out of his shoes, and his clothes were made of a tattered patchwork of fabrics.

"That's not even mentioning the ghosts," Sora remarked as he stepped out ahead of Goofy. His skin had become ashen, his clothes black, his gloves were white, his fingertips ended in claws, a pumpkin mask covered his right eye, and his canines had become fangs.

"Ah, phooey!" Donald protested as he walked up to the other two. He was a mummy, seemingly made of bandages, with his upper and lower body separated by a vacant space in his midsection. "We look spooky too! If anyone tries to scare us, we'll scare 'em right back!"

"Welcome to Halloween Town!"

"GHOST!" Donald shrieked in terror and jumped into the air. When he landed, he shook like a leaf, and turned to face the specter that had startled him. It was a tall, lanky skeleton in a black, pinstripe suit, and he seemed to be laughing.

"Oh, that was a good scream, I have to give you props for that," he proclaimed with a chuckle, "Still, I hope you'll steel your nerves, that scare was far too easy."

"Who are you?" Sora asked the skeleton as Donald grumbled.

"Why I'm Jack Skellington, the Pumpkin King of Halloween Town," the skeleton replied, "But we're having a slight problem at the moment."

"What kinda problem?" Goofy asked as Search Ghosts appeared around the room.

"Why, a Heartless infestation!" Jack explained, "They're quite scary, but a tad bit too dangerous to work into our festivities, so we should  _probably_  deal with them before I give you the grand tour."

 

Sora summoned his Keyblade as the others disappeared. There were six Search Ghosts surrounding him. The Search Ghosts floated towards him.

" _Stop!_ " Sora called out, suspending the three closest in time as the other three warped away through Corridors of Darkness. He dashed between them in a Sonic Blade, striking six times. One struck Sora across his shoulder, while another clawed him in the face, and the third made a grab for his heart. Sora knocked that third one away, and pointed his Keyblade at the Heartless' face.

" _Fire!_ " he incinerated that one with fire as the others came unstuck from time. The time-stopped of the fallen Search Ghost's released a single green card. Sora grabbed it, and did a double take upon seeing the face on the front.

"Okay, JACK!" he threw the card, and Jack Skellington materialized in a flash of light.

"Well, this is certainly bone chilling!" he announced as he waved his hands, piercing the emblems of the Search Ghosts with icicles. Five Shadows emerged from the ground as two Wight Knights danced onto the scene. "It looks like we'll have to work together."

"That's fine by me!" Sora replied, " _Fire!_ "

He threw the Keyblade at a Shadow, and it sank into the shadows. Instead, the flaming Keyblade bisected one of the Wight Knights. Sora summoned the Keyblade back to his hand. The other Wight Knight took the opportunity to lash onto him. "Jack!"

"Don't worry, I've got your solution right here!" Jack replied as he threw icicles at the Heartless. The icicles struck the Wight Night's joints, causing it to lose its grip, and allowing Sora to finish it off with a swing of his Keyblade. It left behind a green card.

"GOOFY!" Sora threw the card, and Goofy materialized as the Shadows leapt back out of the shadows and tackled Jack Skellington.

"Hang on!" Goofy shouted, "This might hurt a bit!" Goofy ran at Jack and launched him into the air, before holding his shield over his head. "C'mon, Sora!"

Sora ran at Goofy and jumped onto the shield. Goofy propelled Sora into the air, and the Keyblade Wielder knocked Jack higher into the air, loosening the Shadows' grip on the skeleton. Goofy leapt into the air, got tossed towards Jack, and struck him with his shield, and knocked all the Shadows loose.

"Thank you!" Jack replied as he and the Shadows fell back into the ground, "Welp, time to teach these Heartless a lesson." He threw icicles at the Heartless. Twelve Gargoyles flew in from Corridors of Darkness. "And now for an encore!" He waved his hands, and sparks shot out of his fingertips and knocked three of the Gargoyles out of the sky. Goofy spun around, striking the Gargoyles as they plummeted. Six of the remaining nine swooped in towards Sora, claws blazing. Sora glared, and pointed his Keyblade at them.

" _Force!_ " he called, slamming them into the ground. He then ran forwards and stabbed one of the Gargoyles into the ground. That one vanished, and left behind one more green card. Sora grinned as he picked it up.

"DONALD!" He threw the card, and Donald materialized in a flash of light.

"Okay!  _Thunder!_ " Donald waved his staff, and rained lightning down on the Heartless, eliminating all but one.

"And now for the finale!" Jack announced as he snapped his fingers.

The final Gargoyle was incinerated by pyrotechnics.

 

"Yes, as you can see, the Heartless are a tad bit bothersome," Jack explained, "They actually attack people instead of simply scaring them! Which simply isn't in the spirit of the Holiday, I was going to see Professor Finkelstein to see if he had any ideas about what might have caused their infestation. And seeing how you three did such a good job of fending the Heartless off, I was wondering if you would be willing to join me!"

"Sure!" Sora replied, "Fighting the Heartless is kind of our job."

"Excellent!" Jack replied as he turned away from the group, beckoning for the trio to follow, "Just follow me, and we're sure to get to the Professor's lab in no time!"

"Sora," Donald protested, "Are you sure we can trust him?"

"Why wouldn't we?" Sora asked.

"How can you be sure that he's not just leading us into a trap?" Donald whispered, "He could be in league with the Heartless."

" _So you caught on to my evil plan!_ "

Donald shrieked as Jack cackled.

"Oh boy, that was rich!" Jack replied, "But seriously, we need to solve this Heartless issue before someone gets hurt." The trio tailed after Jack as Donald grumbled.

* * *

**~Halloween Town~**

* * *

"Dr. Finkelstein!" Jack called as he lead the group into a rickety, old tower on the outskirts of town, "We have guests!"

"Hmmph?" a short, pale man looked over from a nearby table, which a Search Ghost was chained too. "Well what do we have here?"

"We're here to fight the Heartless," Goofy answered.

"That doesn't concern me," Dr. Finkelstein replied, "I'm far too busy with my own experiment!"

"Really?" Sora asked.

"Yes, I was working on a potion to awaken true memories!" Dr. Finkelstein explained.

"True memories?" Donald and Goofy chorused. Donald turned to face Goofy, who only shrugged in response.

"You see, our memories start out clear, but become less and less accurate as time goes on," Dr. Finkelstein explained, "So much information, lost. So, I concocted a potion from forget-me-nots in order to preserve those memories, to minimize the amount of lost information."

"That sounds nifty," Goofy commented.

"Maybe you could use that to uncover those true memories Axel talked about," Donald suggested.

"So, uh… You wouldn't happen to have one lying around right now, would you?" Sora asked.

"Unfortunately, I've only had enough time to make one dosage, and the second I smelled it, the Heartless appeared," Dr. Finkelstein explained, "Still, a proper test would be good for research."

He wheeled off to a corner of the lab, then snarled.

"What's wrong?" Sora asked.

"That good for nothing girl stole the potion!" Dr. Finkelstein shouted, "You, find Sally and bring her here,  _she_  has the potion!"

"Not to worry, Finkelstein, I'm sure we'll get that potion back without a problem!" Jack Skellington replied, as cheerful as ever, "Come my friends! Let the search begin!"

* * *

Their search brought the quartet to a room resembling a cemetery. Hills dotted with dead trees and gravestones were displayed on the walls, and one of those walls depicted a curly hill. In the middle of the room stood a woman in a patch-work dress, her own body being stitched together as well.

"There you are, Sally!" Jack said as the quartet approached her, "I thought I'd find you here!"

The patchwork woman, Sally, turned to face Jack, but then noticed the three strange (by Halloween Town standards) people standing behind him. "Who are your friends?"

"They're interested in true memories," Jack answered, "You have the potion, don't you?"

"Well… Yes," Sally answered as she pulled out a bottle filled with a bubbling, green liquid.

"Could you give it back?" Jack asked.

"I guess so, if you insist," Sally replied, "But… I'm afraid. All the Doctor did was smell it, and the Heartless appeared. What if someone drinks it?"

"Are you kidding? What could be more exciting?" Jack asked.

"I'm worried, Jack," Sally replied, "Isn't there another option?"

"Any ideas, Jack?" Sora asked.

"I can't think of a thing," Jack answered.

"I can!  _Give it here!_ " a voice shouted, seconds before Sally was body-slammed by what appeared to be a giant potato-sack. Sally pushed herself off the ground, and looked down at the hand that had been holding the bottle.

"Oh no, the potion!"

"Oogie! You again!" Jack shouted as Sora, Donald, and Goofy readied their weapons.

"Jack, where are your manners?" the potato-sack, Oogie, asked as he held the memory potion in his right stub, "I'm just helping you put the potion to good use. You should be  _thanking_  me!"

He looked over his stolen potion, chuckling darkly. "Well, well. Just one sniff and the Heartless appeared. I wonder what would happen if I chugged the whole thing? Now  _that_  would be scary!"

Oogie cackled. "Poor Jack! You can't hold a candle to Oogie Boogie! Now it's time for Halloween Town to taste pain and despair beyond any nightmare!"

"Pain and despair? Oogie, you monster!" Jack shouted.

Oogie simply ran away laughing.

"C'mon Jack, we have to go after him!" Sora insisted.

The quartet took off in pursuit.

* * *

Their chase brought the quartet to a dungeon with a multicolored floor. Pumpkins impaled on spikes lined the wall, and iron bars rose out of the floor to block the exit. Oogie Boogie stood in front of the quartet on a raised platform.

"It's over, Oogie Boogie, there's nowhere left for you to run!" Jack shouted.

"Actually, I'd say I've got you right where I want ya," Oogie replied, "In fact, all that running's made me very thirsty." He uncorked the bottle, then poured the entire potion into his open mouth. When the bottle appeared to be empty, he shook it a couple of times to get out the last through drops, then swallowed the bottle itself.

"The potion!" Sora shouted.

"Hahaha… Huh?" Oogie's laughter paused abruptly, "Wait… What?"

"Huh?"

"I'm sorry! I didn't know!" Oogie said as he quivered where he stood, "S-stay away from me!" He jumped, and raised a spiked fence between him and the group.

 

Donald, Goofy, and Jack vanished as Sora summoned his Keyblade.

"Come on, baby," Oogie remarked nervously as he curled one of his arms around three dice. He threw them over the fence, causing them to bounce around on the floor, and lever rose up from the floor in front of him.

"Well, why don't we this a try?" Oogie pulled the lever, and three sawblades came spinning out of the walls, two from the left, and one from the right. Sora jumped over the Sawblade from the right, parried the two from the left, and watched as the one from the right went into one of the slots in the left wall, while the remaining sawblades bounced off the back wall and iron fence respectively. Both slotted into the right wall after their bounce.

"Why don't you come down here and fight me yourself!?" Sora shouted.

"I'd rather not," Oogie replied as he threw three more dice over his fence. When they rolled to a stop on the floor, pools of darkness opened beneath them, and they sank into the shadows. Oogie laughed as three Wight Knights lunged from the dark pools, which vanished as soon as the Heartless landed on the floor. "You won't beat these!" he taunted. Sora held his Keyblade by his side, pointing away from the Heartless as they lunged at him. Sora surged forwards in the blink of an eye, slashing through one of the Wight Knights. It faded away and dropped a green card as the other two Heartless whirled around to face Sora. Sora picked up the card as Oogie's fence sank just the tiniest bit into the floor.

"JACK!" Sora shouted as he tossed the card, the other two Heartless tackling him. Jack Skellington materialized in a flash of light.

"Well now, this is quite a predicament," he commented as he brought a hand to his jaw bone, "Fortunately, I have just the idea on how to fix this!" He threw out an arm, and shadowy wailing ghosts whirled past Sora and forced both Heartless to the ground.

" _Stop!_ " Sora cast, freezing both Heartless in place on the ground. He jumped away and slashed at both Heartless. Time unfroze, and the Heartless faded away, with Oogie's fence sinking completely into the floor.

"Uh oh…" Oogie remarked as Sora and Jack hopped onto his platform.

"End of the line!  _Fire!_ " Sora blasted Oogie in the face with a fireball. Oogie cried out as he tried to put out the flames.

"You need to cool off!" Jack shouted as he threw six icicles at Oogie. They all stuck out of Oogie's burlap sack.

"Get away from me!" Oogie jumped up and the platform flipped, knocking Sora and Jack onto the floor as the spiked fence rose back up. Oogie landed back on the platform with a  _thud_ , knocking the icicles loose.

"Well, he's certainly putting up a fight," Jack remarked.

"It's going to take more than just us to beat him," Sora commented as three dice went right over the fence.

"This should do just nicely!" Oogie commented as a pipe with a chain attached dropped down from the ceiling. He hooped up and yanked the chain, dousing himself with a healing elixir that repaired his burlap sack, undoing all the damage Jack and Sora had done.

"Oh, great," Sora remarked as the dice Oogie had just thrown vanished.

"Let's see what else is in store!" Oogie shouted as he threw three more dice over the fence. A button on a podium rose out of the ground. "Now what does this do?" Oogie pressed the button, the dice vanished, and the walls lowered to reveal multiple holes.

"Huh?"

" _GET DOWN!_ " Jack tackled Sora to the floor as knives shot out of the walls. Three more dice landed on the floor as the walls closed back up. Three Search Ghosts materialized out of the darkness as Sora and Jack rose to their feet.

"Oh, come on," Sora grumbled.

"Allow me," Jack commented, before throwing a fireball at the middle Search Ghost. The ones on the left and right warped away as the middle one was encased in a gravity bubble. Sora jumped into the air, and fell right into the Heartless, Keyblade first. The Search Ghost dropped a card and faded away as the other two materialized, one behind Sora, the other behind Jack. Sora picked up the card, not noticing the Search Ghosts winding up to strike. "Sora! Look out!"

"GOOFY!" Sora threw the card as both Heartless struck. Goofy materialized in a flash of light while Jack was able to jump out of the way of the Search Ghost attacking him and Sora was knocked on the floor.

"Don't worry, fellahs!" Goofy announced, before spinning into the two Heartless. Both were knocked into the air as Goofy bounced around the room. As they were already levitating, they didn't fall back to the ground, but Jack was able to pierce one of them with icicles. That one faded, and Sora pointed his Keyblade at the remaining Heartless.

" _Force!_ " he cast, flattening the last Search Ghost to the ground. The Heartless peeled itself on the ground, only for Sora to slice right through it, causing it to fade as it released its captive heart.

"Uh-oh," Oogie remarked as the fence dropped once more, before receiving a face full of icicles from Jack. He barely had time to pull one of them loose before Goofy bashed him into the air.

"C'mon, Sora!" Goofy called as he held his shield over his head.

Sora hopped on the shield, and Goofy propelled him into the air after Oogie. Sora struck Oogie, sending the sack-like being even higher into the air, then tossed Goofy into the air after him. Goofy then struck Oogie with his shield, slamming him into the ground.

Before Oogie could get up, Sora set his Keyblade ablaze and threw it at him. Oogie cried out as it struck the seam of his arm, then jumped into the air to pull the chain that dangled over the arena. Sora, Goofy, and Jack were forced off the stage, and the fence rose up from the floor.

Oogie threw three dice over the fence, and grinned as another chain was lowered from the ceiling. Oogie yanked the chain, and a healing elixir poured over his body, once again undoing all the damage he had taken as the three dice vanished.

"Looks like the tables have turned," Oogie taunted as he threw three more dice over the fence.

All three rolled to a stop, and the sawblades from before came flying out of the walls once more. Sora deflected the one from the left into the floor, leaving it frozen there, while Goofy knocked both of the sawblades from the right into the ceiling, where both were lodged in some of the inner mechanics.

"Uh oh," Oogie hastily shuffled three dice, before tossing them over the fence. The walls opened up once more, and shot out a storm of knives.

"Sora! Jack! Behind me!" Goofy shouted. Sora and Jack obliged as they ducked between Goofy and the sawblade that Sora had lodged in the ground. Goofy's shield and the lodged sawblade blocked all the knives.

"Why, you…" Oogie threw three more dice over the fence, and they exploded on impact with the floor, separating Sora, Jack, and Goofy, while also dislodging the two sawblades that were stuck in the ceiling. Goofy yanked Sora out of the way as one crashed into the floor, while Jack sidestepped to avoid the one that had been hanging over his head. Three more dice landed on the ground, and three Gargoyles appeared in the room from where they landed. The Heartless took flight, and circled around the trio.

"We need to get them down here!" Goofy commented.

"I'm certain that I have something that can help with that," Jack commented as he reached down his sleeve. He then launched bolts of lightning into the air, striking all three airborne Heartless.

The paralyzed Heartless dropped to the ground, allowing Goofy to knock one into the air. He held his shield over his head, and propelled Sora into the air after it. Sora knocked the Gargoyle even higher into the air, and Sora tossed Goofy up after it. One bash of Goofy's shield was enough to send the Gargoyle back into the ground, finishing it off once and for all.

As it faded, it left behind a green card. Sora ran ahead and scooped up the card as the other Gargoyles got off the ground.

"DONALD!" he shouted as he threw the card at one of the Gargoyles. A flying, mummified duck collided with the Heartless and both dropped to the floor once more as the remaining airborne Gargoyle threw a fireball.

" _Thunder!_ " Donald cast, striking it out of the air with a bolt of lightning as Goofy blocked the fireball with his shield.

" _Fire!_ " Sora cast as he threw his Keyblade, setting it ablaze as it sliced through the downed Heartless, destroying it. The remaining Gargoyle chose this moment to recover from its daze and fly back into the air.

"Take this!" Jack shouted as ghosts flew out of his sleeves. They wove around the Heartless and dragged it back to the ground, allowing Sora to finish it off with a slash of his Keyblade. Oogie's fence dropped as the final Heartless faded.

"I really need to fix that," he remarked.

"We need to defeat him before he has the chance to heal," Sora remarked as he set his Keyblade ablaze, "Goofy, Donald, remember what you did to Hades?" Both nodded, and Sora threw his Keyblade at Oogie.

"Yeowch!" Oogie shouted as the burning Keyblade cut threw his burlap covering, "Why you-"

"Here goes!" Goofy jumped upon the stage and launched Oogie into the air, "C'mon Donald!"

"Thunder!" Donald casted, striking Oogie with a bolt of lightning, before following Sora onto the stage. Oogie landed with a thud and rubbed his head, his vision clearing in time to see Goofy drop into Sora's and Donald's arms.

"Wha-" they charged him, knocking him right back into the air. When Oogie landed back on the floor, he noticed that there was a string wrapped around Goofy's bolt. "Oh no," he remarked as his stitching hastily unraveled, "Not again!" When Sora and Donald came to a stop and let Goofy down, that provided the last tug for Oogie's burlap sack to come completely undone, exposing the mass of bugs that made up his body.

"Nonononononono!" the panicking mass shouted as it tried to keep itself from falling apart, "I'll get you for this!"

"No, you won't!" Jack replied before sending wailing ghosts in his direction. The ghosts toppled the mass of insects, causing it to collapse with a shriek of terror. The bugs all scattered, leaving behind the bottle, with only a few drops of the memory potion remaining within.

* * *

"Confound that Oogie Boogie!" Dr. Finkelstein shouted after they returned what was left of the potion to him, "He wasted so much of my precious potion! There's only a few drops left!"

"Hey Sora, why not ask the Doc if you can have the rest?" Goofy asked.

"No, I'd better not," Sora replied as he crossed his arms, reflecting back on how Oogie had reacted.

"What, don't you want it?" Dr. Finkelstein replied "Now how am I supposed to test it?"

"Now, Doctor…" Sally started.

"Don't you want to find out about your true memories?" Jack asked as the Doctor interrupted Sally and the two began to argue once more.

"Of course, now more than ever," Sora answered, "It's just...I told Axel I could find the truth on my own."

"I just don't understand," Dr. Finkelstein finally stated, "When I smelled the potion, the Heartless appeared, but when Oogie drank the potion, he was overcome with fear. What could it mean?"

"It means the potion was a failure," Sally answered.

"Impossible, my inventions are always perfect!" Dr. Finkelstein protested, "He found his true memories alright, but whatever he remembered must have terrified him."

"Then, what about me?" Sora asked, "What will happen when my true memories awaken?"

"Perhaps something even more terrifying," Dr. Finkelstein proposed, "But I can't be sure without further research."

"What's wrong, Sora? Does the Doctor's theory scare you?" Jack asked.

"Well, yeah, a little…" Sora admitted.

"That's good to hear!" Jack replied.

"Huh?"

"Fear and doubt are the heart's way of making life interesting," Jack explained, "They push your heart, strike out in new directions, take chances! Without them, your zest for life might fade. As would your taste for fear." He chuckled. "And believe me, that would  _really_ ruin my fun."

"Thanks, Jack. I'll remember that," Sora replied.

"Then good luck, gentlemen!" Jack bid, "And may you always enjoy a good scare!"

* * *

Sora, Donald, and Goofy made their way into the exit hall, and spotted a blond-haired, green-eyed woman in a black coat. The trio rushed forwards, readying their weapons as the door closed behind them.

"I bet you work with Axel!" Donald shouted.

"Too clever," the woman replied, "I'm Larxene. How are you enjoying your stay at the castle? I bet it's nice to peel away all those useless memories to remember the true memories, buried deep inside your heart."

"True memories?" Sora questioned, reflecting back on the conversation he had just had on the subject.

"Although, it seems that you're still forgetting the most important thing here," Larxene remarked, "When that  _poor girl_  learns that you've forgotten her name, why, it will break her little heart!"

"Poor girl?" Sora questioned, " _Do you know her?!_ "

Larxene merely giggled in response.

"Is she here?" Sora asked.

"Yes she is," Larxene answered, "You see, she's being held captive deep within this very castle, waiting for her knight and shining armor to come to the rescue. You're obviously the hero so you have to go rescue her, although…"

Larxene grinned and lunged forward at Sora, jabbing a sparking hand right at the Keyblade Wielder. Sora ducked out of the way, only for Larxene to kick him in the gut. The Keyblade Wielder slid across the floor, while a small, yellow trinket fell out of his jacket and down by Larxene's feet. "I'm kinda not supposed to let her leave, so if you want to save your princess, you'll have to get through  _me_  first!"

"Sora!" Goofy shouted as he ran over to the downed Wielder. Sora brought a hand up to his stomach as a green glow washed over his body, then noticed the star-shaped trinket on the floor.

"...What is that?" he asked, as Donald and Goofy helped him to his feet, "Is that thing mine?"

"What a shame," Larxene taunted as she picked up the trinket by its string, "You've been wearing it all this time and forgot!" She laughed as she spun the charm around her index finger. "No… That's impossible. The memory's gotta be buried somewhere deep inside your heart. You think carefully now, Sora. What oh what could this be, and who gave it to you?" Sora's head ached as the name began to sear its way into his heart.

"Na… Nami…" Sora winced in pain as his chest began to burn,  _Is… What happened to Oogie back in Halloween Town about to happen to me?_

"C'mon, Sora, it's on the tip of your tongue, isn't it?" Larxene pushed as she went back to twirling the charm on her finger, "You know you can't keep those memories down forever if you ever want to see her again!"

"Na… Namin…"  _Even if it destroys my heart… I can't let her down!_  "Naminé…"

"That's right, Naminé," Larxene responded as she tossed the charm from her left hand to her right, "She's the one that gave you this tacky little good luck charm. Not that you even bothered to remember. No surprise, considering that you couldn't even be bothered to remember her  _name!_ "

She once strung it around her finger, before covering her face. "Talk about heartless, I can't even stand to look at you!"

Sora growled before Larxene spun the charm back into the palm of her hand.

"Why, it would serve you right if I smashed this worthless piece of junk!"

"NO!" Sora shouted as he struck Larxene's wrist with the Keyblade, knocking the charm out of her hand. He grabbed the charm out of the air with his left hand, and held it to his chest. "Naminé gave it to me! I can't let anything happen to it!"

"Just ten seconds ago, you didn't even know what it was!" Larxene retorted as she balled her fingers into fist, sparks shooting out from between her fingers and forming into knives, "But fine, I'll just have to break  _you_ instead!"

 

Larxene blurred across the room to backhand Sora into a wall, then vanished in the blink of an eye when Goofy tried to strike her with his shield.

"Where'd she go?" he asked as Larxene materialized behind him.

"Boo!" Larxene slashed across the knight's back with electrified knives, before blasting Goofy into the opposite wall with a bolt of lightning. It was then that she noticed a light from behind her as Cloud flew at her. He swung his sword, and cut through thin air as Larxene stood at the opposite corner of the room. Cloud soared at her, and struck the wall as Larxene stood behind him. Cloud whirled around, and struck the floor as Larxene stood ten feet to the left. Cloud surged towards her, blade first, and stabbed the wall, Larxene standing ten feet to the right as Cloud vanished in a flash of light, leaving Sora standing in his place.

"What a waste of a summon!" Larxene taunted, before raising her hands, "But don't worry, your embarrassment won't last long!"

" _Freeze!_ " Donald cast, freezing Larxene's feet to the ground as Sora readied another Summon card, and the memory of the Genie surrounded him.

"I'd say that it's time to put a stop to-"

" _Thundaza!_ " Larxene blasted the Genie with lightning, dispersing the summon before he could finish his oneliner.

"Oh, crud…" Sora remarked as a green glow washed over him once more. Larxene then blasted the ice around her feet with a bolt of lightning, shattering it.

"Now you're going to get it!" Larxene shouted.

"Fire!" Donald launched a fireball at Larxene's shoulder. She flinched from the impact, then blasted Donald with a bolt of lightning, before rushing at Sora and slashing down at him. Sora parried the strike with his Keyblade and pushed against her.

"You don't deserve this power!" Larxene growled, before sending a jolt of electricity through her knives, the Keyblade, and Sora.

Sora cried out in pain as Larxene kicked him away, before blurring behind him and blasting him across the room. Sora stumbled across the floor, dropping the Keyblade and slamming into a wall.

"Your heart fell long ago, and what's left of it is weak," Larxene taunted as she strutted towards Sora, "There's no way a pathetic  _creature_  like yourself would ever be able to beat me!"

Sora summoned the Keyblade back to his hand and threw it at Larxene. She was suddenly standing a few feet to the side, letting it fly past her. Sora turned to face her as she dashed at him, and summoned the memory of Simba around himself. The lion materialized, and roared, slowing Larxene from a black and yellow blur to the average professional runner's top speed. Larxene eventually reached Simba, and dispelled the Summon with a single uppercut.

"How-"

"I told you, it's because you're weak and useless!" Larxene interrupted as she stood over Sora, "And you're all out of tricks!"

Sora summoned his Keyblade and swung it at Larxene, only to hit thin are as she blurred behind him, and earned a kick in the back for his troubles.

"Are you done yet?" she asked, "You're starting to bore me!" Sora pulled out one last Summon card, the one depicting Dumbo.

Larxene simply laughed. "Oh, you really think that's going to work?" she asked as Sora wordlessly held the cards to his chest, "Well by all means, I'm not going to stop you from embarrassing yourself!"

Sora was engulfed in light as he called Dumbo's memory around himself. Dumbo flew out of the light and did a flip in the air.

"Oh, this should be  _fun!_ " Larxene grinned as lightning arced over, around, and through her body, sparks flying whenever a stray bolt hit the floor, "I'm going to enjoy striking you out of the ai-" she was cut off by a blast of cold water, knocked off her feet by her electric field's detonation in a shower of sparks.

"...This doesn't prove anything!" A few stray bolts fused into a blue card that depicted a bolt of lightning on its face.

Sora dropped to the ground as Dumbo vanished, and grabbed the card as Larxene forced herself to her feet, recalling how to cast Thunder in the process.

 

Sora charged at Larxene's battered form, jumped into the air, and delivered a downward strike that Larxene effortlessly dodged.

"Well, you certainly have a few tricks up your sleeve," Larxene admitted, "But you're still the worst Keyblade Wielder I've ever met!"

" _What're you talking about?!_ " Sora shouted. Larxene simply laughed.

"Oh, did I hurt the baby's feelings?" she mocked, "Well, if you're going to be such a baby about it, then here!" She threw something blue at Sora, and he caught it. He turned over the object, and realized it was a set of four more World Cards.

"Huh?"

"Just go through those, and we'll see if you're a baby or a hero," Larxene grinned, "Or rather, a Heartless Hero." Larxene laughed as a Corridor of Darkness formed around her.

"Get back here, Larxene!" Sora shouted as he ran at the corridor. It closed mere seconds before his Keyblade could connect. Sora growled, then hacked and slashed at the air where she had stood just a few seconds ago, not noticing that Jiminy was hanging on to his hood for dear life.

"Sora! Calm down! She's not coming back!" Jiminy shouted as Donald and Goofy, having finally come too, gave Sora a concerned look.

"Sora?" Goofy started. Sora finally stopped swinging, and dismissed his Keyblade.

"...I hate this," Sora stated, "Why did I need someone like her to remember Naminé's name?"

* * *

Axel leaned against a wall as Larxene stepped out of a Corridor of Darkness.

"Whew… Throwing that battle really wore me out," she stated as the Corridor closed behind her.

"Really?" Axel replied, "Because to me, it looked like you just plain lost."

"Quiet you!" Larxene snapped, "You don't appreciate the nuances of-"

"An ungainly effort," a new voice claimed as another Corridor of Darkness opened. A withered old man with long, blond hair and cold, green eyes stepped out, clad in the same black coat as Axel and Larxene.

"Vexen?" Larxene questioned.

"How could you be humbled by someone of such limited significance?" Vexen asked, "You shame the Organization with your incompetence."

"Oh, like you'd do any better, you old windbag," Larxene growled under her breath.

" _What was that?!_ "

"How can we help you, Vexen?" Axel asked, desperate to change the subject before a mini thunderstorm could form in the room, "It's not very often we see you topside."

"I came to lend you a hand," Vexen answered, "You obviously believe that this 'Sora' holds much potential, but I remain unconvinced that he is truly worth such  _coddling_!" He grinned. "I think an experiment would show if he is  _really_  of any value to us."

"Well, here we go!" Larxene replied, "This is just an excuse for you to carry out your little experiments!"

"I'm a scientist!" Vexen retorted, "Experiments are what I'm supposed to do, are they not?"

"Well you can do what you want," Axel replied, "But I think that testing Sora is just a cover to test your valet."

"Valet? It's the product of pure research!" Vexen protested.

"What it is, is a toy," Larxene replied.

"You should just learn to be quiet!" "Anyway," Axel cut in, "Since you came all this way, you're going to need  _this._ "

He held out a World Card that depicted Destiny Islands on its face. "A humble gift to my elder! I hope you use it to put on a very good show for us!"

Vexen took the card with a grin as a figure in a blue and purple suit stepped into the room...

**Notes for the Chapter:**

> Okay so... I changed up Larxene's dialogue a bit to drop some hints related to her backstory. That will be touched upon more in detail at a later point in this series, and won't necessarily be identical to canon. Additionally, I changed up the moral a bit to still keep the "fears and doubts aren't necessarily bad" thing that I liked about the canon moral, while also going for one that makes a bit more sense. I also wanted to showcase Larxene's sheer raw power as something Sora, Donald, and Goofy were unprepared to face, while tweaking her dialogue to make her more intimidating/

**Author's Note:**

> So, don't expect any big changes since this is a novelization, but don't expect me to not try at all when writing this.


End file.
